**Exhibit99.1**

 

**SYSTRAN FINANCIAL SERVICES CORPORATION POST-PETITIONFACTORING AGREEMENT**

 

This Post-Petition Factoring Agreement dated May 20, 2003 (the“Agreement”), is between SYSTRAN Financial Services Corporation, a subsidiaryof Textron Financial Corporation (“SYSTRAN”) and its successor or assigns andGasel Transportation Lines, Inc. and GTL Logistics, Inc. (jointly andseverally  the “Customer”), whoseaddress is set forth on the last page hereof.

 

**                WHEREAS**, Customer is engaged in the business ofbrokerage and transpiration freight; and

 

                **WHEREAS**,Customer filed a voluntary petition under Chapter 11 of the Bankruptcy Code on May20,2003_______, case no. 03-57447, pending in the United StatesBankruptcy Court for the Southern District of _Ohio_______ (the“Bankruptcy Case”), and is presently operating its business as adebtor-in-possession; and

 

                **WHEREAS**,prior to the commencement of the Bankruptcy Case, Customer and SYSTRAN wereparties to a Factoring Agreement dated May 1, 2003; and

 

                **WHEREAS**,Customer has requested that Systran enter into this Post-Petition FactoringAgreement, and Systran has agreed, subject to the approval of the Court inwhich the Bankruptcy Case is pending (the “Bankruptcy Court”);

 

                **NOW,THEREFORE**, for good and valuable consideration, the receipt andsufficiency of which are acknowledged, the parties agree as follows:

 

**1.****                                     ****DEFINITIONS**

(a)   “Bill(s)” means any right to paymentfor services rendered or goods sold by Customer to a Debtor evidenced by awriting which complies with the general requirements of SYSTRAN as those may beset forth in the Customer Information Manual, as described in Paragraph 2.5.

(b)   “Chargeback” the debit of a Bill ora “Special Purchase Bill(s)” to a Customer’s account.

(c)   “Commencement Date” means the datethat the Customer first receives funds from SYSTRAN pursuant to the terms ofthe Agreement.

(d)   “CommercialAccount” means any non “Transportation Account”.

(e)          “Debtor”means a person or entity obligated to pay a Bill.

(f)            “Maximum Approved Credit Line” means the amountof credit that is approved for Customer by SYSTRAN inclusive of deposit andadvances against purchases of Bills that Customer’s total account is not toexceed.

(g)         “Maximum Debtor Credit Limit” means the maximumoutstanding dollar amount and/or percentage concentration of Customer’s unpaidBills open with SYSTRAN owing by an individual Debtor and/or its affiliates atany given time under the term of the Agreement.

(h)   “Minimum Anticipated Volume” meansthe dollar amount of Bills funded by SYSTRAN that Customer presents each monthduring the term of the Factoring Agreement for purchase by SYSTRAN  that meet the Maximum Approved Credit Linecriteria and Maximum Debtor Credit Limit(s) established from time to time atthe sole discretion of Systran in connection with Customer’s account.

(i)   “Obligation” means all indebtedness,liabilities and obligations whatsoever and of whatever nature owed by Customerto SYSTRAN, or any of its affiliates, whether direct or indirect, absolute orcontingent, due or to become due, now existing or hereafter arising and however evidenced or acquired, whether joint or several or joint and several.

(j)   “Recourse” means the right toChargeback a Bill(s) or “Special Purchase Bill(s)” to Customer.

(k)   “Special Purchase Bill(s)” means thepurchase by SYSTRAN of Customer’s outstanding and unpaid Bills that have eitherbeen previously billed by Customer, financed by a lender, or sold and assignedto another company who buys Bills. Special Purchase Bills shall be subject to all provisions of thisAgreement.

(l)   “Transportation Account” means anyDebtor doing business primarily with any aspect of the transportation industrysuch as freight carriers, brokers, forwarders, consolidators, and rail agentswith the exception of steamship companies.

 

**2.****                                     ****PURCHASEOF BILLS**

2.1           Customer agrees to present on amonthly basis, a Minimum Anticipated Volume of Bills for SYSTRAN to purchasewhich shall be equal to $1,000,000.00. SYSTRAN, at its sole discretion, may purchase such Bills.  Bill(s) and or Special Purchase Bill(s)shall herein collectively be referred to as “The Bill(s)”.  Such sales shall be absolute andunconditional, subject only to Recourse as described herein.  Customer shallsubmit to SYSTRAN an original and one (1) copy, along with any document whichSYSTRAN deems necessary, of each Bill which shall be attached to a scheduleform provided by SYSTRAN.  Shouldany Debtor require any additional documentation as a prerequisite to payment,Customer will also provide such documentation with each Bill. For aTransportation Account, Customer shall also submit one (1) copy of therespective bill of lading. The bill of lading must be signed by the Customer,the shipper, and the consignee if the consignee’s signature is necessary forpayment.

                2.2           SYSTRAN will settle with the Customer by providing toCustomer by U.S. Mail, electronic mail, or via facsimile a settlement statementsetting forth The Bill(s) and/or Special Bills purchased, the amount paid, andany deductions made for fees, charges or the “Deposit” and deposit funds asfollows: **[Customershall choose one option]**o Mail funds due Customer.  ̈ Deliver overnight funds due Customer via FederalExpress next day service air. o Wire transfer funds due Customer into bankaccount specified by Customer on wire authorization form. o Deposit funds due Customer.     ____mjp_____ (initials)

2.3           Any payment to Customer may bereduced by SYSTRAN by any amount due from Customer to SYSTRAN, including butnot limited to the security deposit, Chargebacks, fees and costs.

2.4           SYSTRAN may give notice to theDebtors of the assignment of  TheBill(s) by placing a legend on The Bill(s) stating The Bill(s) have been soldand assigned to SYSTRAN and are payable to SYSTRAN at an address designated bySYSTRAN.  Customer will not attempt todirect payment to any place other than to the SYSTRAN designated address.  Customer agrees to pay all costs andexpenses incurred by SYSTRAN in giving such notice.  All proceeds of The Bill(s) received by Customer shall bedelivered immediately to SYSTRAN in the identical form of payment received byCustomer.  In the event that Customercollects directly from the Debtor, The Bill(s) which have been sold to SYSTRANand Customer does not deliver immediately to SYSTRAN the identical form ofpayment received by Customer, Customer shall be in default hereunder and willbe charged an administrative fee equal to fifteen percent (15%) of the faceamount of The Bill(s) collected directly. Customer agrees that any collection directly from the Debtor by Customerof The Bill(s) which have been sold to SYSTRAN will be considered a defaultunder the terms of this Agreement, and that in addition to the administrativefee described herein, Systran will be entitled to pursue its other remediespermitted hereunder and under applicable law.

2.5           SYSTRAN has or will provide toCustomer a Customer Information Manual, which is a guide to policy andprocedures concerning daily submission of The Bill(s), collection efforts, andother matters.  The Customer InformationManual (the “Manual”) is not part of this Agreement. The procedures set forthin the Manual are only guidelines to ensure the efficient operation ofSYSTRAN’s purchase of The Bill(s). SYSTRAN may change any procedure in the Manual at any time, and maychoose not to follow procedures in the Manual at its discretion.

 

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**3.****                                     ****FEE(S)**

3.1           SERVICE FEE(S).  Customer shall pay a fee of the face amountof all of The Bill(s) purchased by SYSTRAN as reflected on Exhibit A attached hereto(the “Service Fee(s)”).  The ServiceFee(s) shall be payable upon the purchase of any of The Bill(s) by SYSTRAN, andSYSTRAN may collect Service Fee(s) either from payments owed to Customer or maybill the Customer periodically.  SYSTRANmay, upon prior notice to Customer, change any fee and such change shall beeffective upon receipt of the notice to Customer; provided, that SYSTRAN maychange the amount of any fee caused by a change in SYSTRAN’s cost of fundswithout prior notice to Customer, but must notify Customer of such change onCustomer’s next settlement statement.  Afee change due to a change in cost of funds will be effective upon the date ofthe change which will be reflected on Customer’s settlement statement.  If, at any time during the term of thisAgreement, there is an event of default by Customer including, but not limitedto, a Federal Tax Lien filed against and attaching to the property of Customeror any of its principals, and the tax lien is satisfied to allow continuedfunding pursuant to this Agreement, SYSTRAN shall increase all of Customer’sService Fee(s) by no less than one-half of one percent (0.5%) discount fee onthe face of The Bill(s).

                3.2           MINIMUMFEE. In the event that Customer fails to sell to SYSTRAN the Minimum AnticipatedVolume in any month, Customer shall pay a minimum fee to SYSTRAN which shall beequal to the amount obtained when the Minimum Anticipated Volume is multipliedby the current Service Fees reflected on Exhibit “A” attached hereto and asreferenced in section 3.1 above, or as amended by SYSTRAN from time to time asreflected in Customer’s daily settlement statement (the “Minimum Fee”).  The Minimum Fee owing by Customer pursuantto this paragraph may be deducted from Customer’s funding.  In the event that Customer fails to sell theMinimum Anticipated Volume per month for each of any two consecutive months(the “Low Volume Period”), Customer’s Service fee will be increased at thebeginning of the month immediately following the Low Volume Period at SYSTRAN’sdiscretion. At SYSTRAN’s discretion, the Service Fee will be returned to thelast fee in effect should Customer’s monthly purchase volume exceed the MinimumAnticipated Volume per month for each of two consecutive months.

3.3           ADDITIONAL SERVICES and VALUE FEES.  From time to time during the term of this Agreement,Customer may request SYSTRAN to provide additional services and/or incuradditional risk. Such additional services and/or additional risk shall includebut not be limited to advances to the Customer by SYSTRAN which are not inconformity with the terms of the Agreement, extension of Customer’s contractualrecourse under the Agreement, purchases by SYSTRAN of bills which are outsideof the formulas and calculations defined in the Agreement (hereinafter suchservices shall be collectively referred to as the “Additional Services”).  Customer shall pay SYSTRAN the cost foradded value for such Additional Services (hereinafter referred to as the “ValueFee (s)”). The Values Fee(s) will be reflected on Customer’s daily settlementstatement.

3.4           PAYMENT OF ATTORNEYS’ FEES.  As a condition of Systran agreeing to enterinto this Post-Petition Factoring Agreement, Customer has agreed to pay, andshall pay, Systran’s reasonable attorneys’ fees incurred in the preparation ofthis and related documents and otherwise incurred in the Bankruptcy Case.  Such attorneys’ fees are an additional partof the fees charged, and payment of them shall be secured by the post-petitionlien granted hereunder and shall be part of Systran’s administrative expenseallowed hereunder.  Systran may chooseto collect these attorneys’ fees either from payments due Customer or may billCustomer periodically.

 

**4.****                                     ****DEPOSIT**

4.1           In order to secure Customer’sObligations hereunder, Customer shall deliver to SYSTRAN a deposit as stated inthe Addendum as a percentage of Customer’s Bills that are ninety (90) days oldor less computed from date of purchase (“Deposit”).

4.2           ADJUSTMENT OF DEPOSIT.  The amount of Customer’s Deposit will bereviewed and, if necessary, adjusted each day. Increases in the amount of Customer’s Deposit will be withheld bySYSTRAN from payments to Customer. If sufficient Bills are not purchased tofund the increase, Customer will pay the amount of the increase upon demand.  Decreases will be repaid to Customer fromCustomer’s Deposit amount.

4.3           REPAYMENT OF DEPOSIT. Upontermination of the Agreement, (a) SYSTRAN may increase the Deposit percentageto 100%, in its sole discretion, and (b) all other sums that may become due toCustomer by SYSTRAN will be included in the Deposit. Any shortfall in theDeposit shall bear interest at the rate of four percent (4%) per month.

4.4           ADMINISTRATIVE EXPENSE.  Systran shall receive a superpriorityadministrative expense under 11 U.S.C. § 364(c) in the Customer’s bankruptcyestate for all sums owed by the Customer to Systran arising hereunder,including without limitation Systran’s reasonable attorneys’ fees as describedin Section 3.4 above.  The Customershall not seek or permit the award of any other administrative expense under 11U.S.C. §§ 330, 331, 503(b), 506(c) or 507(a), or any other applicable law,having priority over the claim or right of Systran to an administrative expensehereunder in the Bankruptcy Case.

 

**5.****                                     ****SECURITY INTEREST**

5.1           The purchase of The Bill(s) ofCustomer by SYSTRAN is absolute, subject to the right to Chargeback**. **In no event shall the purchase ofBills hereunder be construed as a loan. In addition to the outright ownership of The Bill(s) purchased by SYSTRAN,to secure the payment and performance of Customer’s Obligations to SYSTRAN,Customer grants SYSTRAN a****security interest in, and lien on, any andall now owned or hereafter acquired or created assets of Customer, includingwithout limitation all Customer’s present and future Bill(s) and SpecialPurchase Bill(s), accounts, inventory, deposit accounts, chattel paper,contract rights, insurance contracts and proceeds, general intangibles, chosesin action,  equipment, instruments,  real estate and fixtures, and documents, andthe proceeds of the foregoing, including proceeds in the form of inventoryand/or equipment, whether tangible or intangible, wherever located togetherwith any and all cash and non-cash proceeds and products and accessions of theforgoing (the “Collateral”).  Suchsecurity interest is granted pursuant to 11 U.S.C. § 364(c)(2), and Customershall not grant or permit to be granted any senior lien in said collateralsenior in dignity to Systran’s security interest granted hereunder.

5.2           FINANCINGSTATEMENTS.  Customer shall not executeor file any financing statement, supplements or amendments thereto, or anyother instruments or security agreement covering the Collateral described abovein favor of anyone other than SYSTRAN. Customer shall execute and deliver to SYSTRAN any financing statements,title documents, supplements hereunder or the priority of such securityinterest. CUSTOMER AUTHORIZES SYSTRAN TO SIGN ITS NAME TO ANY SUCH FINANCINGSTATEMENT AND FILE SAME IN CUSTOMER’S NAME COVERING THE COLLATERAL.  Customer shall pay all costs of filing suchstatements or instruments with appropriate governmental authorities togetherwith the costs of all lien searches. Customer agrees that either a carbon, photocopy, or other reproductionof this Agreement is sufficient as a financing statement under this Agreement.

5.3           SYSTRAN may, in its sole discretion,elect to discharge any security interest, lien or other encumbrance upon any ofThe Bill(s) for services rendered or goods sold purchased by SYSTRAN.  Any such payments and all expenses incurredin connection therewith shall be treated as a Chargeback.  Notwithstanding the foregoing, SYSTRAN shallhave no obligation to discharge any such security interest, lien orencumbrance.

 

**6.****                                     ****RECOURSE,DISPUTES AND CHARGEBACKS**

6.1           All of The Bill(s) are purchased bySYSTRAN from Customer with Recourse. All of The Bill(s) may be Chargedback to Customer at any time afterninety (90) days for a Commercial Account and steamship companies, and sixty  (60) days for Transportation Account(s)after the purchase date of The Bill(s) if not collected from Debtor within suchperiod or at any time, if SYSTRAN determines, in its sole discretion, that TheBill(s) is not collectible.  All of TheBill(s) owing by Canadian Debtors or logistics companies are subject toChargeback sixty (60) days from the date of purchase by SYSTRAN. All Special Purchase Bills are subject toChargeback sixty (60) days from the date of purchase by SYSTRAN.  SYSTRAN shall not deem a disputed Bill orSpecial Purchase Bill uncollectable without allowing Customer a reasonable timeto settle the dispute not to exceed fourteen (14) days from notice ofdispute.  It is within SYSTRAN’sdiscretion as to when The Bill(s) over such time periods may be Chargedback toCustomer.

 

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6.2           SYSTRAN reserves the right, however,from time to time and at its absolute discretion, to Chargeback to Customer anyof The Bill(s) which do not conform to the representations and warranties setforth in the Agreement or are discovered not to conform with the reasonablestandards which SYSTRAN may set for The Bill(s).  SYSTRAN shall have a continuing security interest in any and allof The Bill(s) which are Chargedback to the Customer. Chargeback of any of TheBill(s) does not authorize Customer to collect any outstanding sum owing on TheBill(s) from a Debtor.

6.3           COLLECTION OF BILLS.  SYSTRAN may, but is not required to,commence any action, including legal action, to collect The Bill(s).  All costs of collection, including attorneyfees, court fees, and costs of investigation, will be charged to theCustomer.  Prior to any event of defaultby a Debtor, SYSTRAN will commence litigation only with Customer’sauthorization.  Subsequent to an eventof default, SYSTRAN may file suit as it deems necessary without Customer’sauthorization.  In the event of default,Customer hereby grants authorization to SYSTRAN to settle or compromise anyfreight bill dispute, including litigation, with any uncollected amount beingsubject to Chargeback, together with all other amounts for which Customer isobligated to SYSTRAN.

6.4           CLEARANCE DAYS.  Clearance Days shall mean (i) three (3)business days for checks drawn on banks located within the United States andfor all electronic funds transfers, and (ii) three (3) business days for allother payments.  For all purposes andcomputations under this Agreement, Clearance Days will be added to the date onwhich any payment is received by SYSTRAN.

 

**7.             WARRANTIES AND REPRESENTATIONS**

7.1           Customer warrants and represents withrespect to all of The Bill(s) sold to SYSTRAN that (a) The Bill(s) are genuineand in all respects what they purport to be; (b) Customer has good title to TheBill(s) and The Bill(s) are free and clear of all encumbrances, liens and priorclaims, and that the Customer has the legal right to sell The Bill(s); (c)Customer has no knowledge of any fact which may impair the validity of TheBill(s) or make them uncollectible in accordance with its terms and faceamount; (d) for transportation Customers, The Bill(s) were made in accordancewith the laws and the regulations of the Federal Highway Administration orother federal regulatory agency, and the appropriate state regulatorycommission or made according to lawful and valid contracts which Customer hasexecuted; (e) for transportation Customers, The Bill(s) are supported bylawful, effective and complete bills of lading or other contract of carriagetogether with bona fide, genuine, valid and signed delivery receipts, andCustomer will not modify or delete any of the terms of the original Bills orSpecial Purchase Bills or bill of lading with respect to same; (f) there are nocounterclaims or setoffs or defenses existing in favor of the Debtor, whetherarising from the services provided or goods sold which are the subject of TheBill(s) or otherwise and there has been no agreement as to the issuance orgranting of any discount on The Bill(s); (g) The Bill(s) are not a duplicate ofand do not cover the same services provided or goods sold as a Bill or SpecialPurchase Bill previously purchased by SYSTRAN from the Customer or billeddirectly by the Customer to the Debtor; (h) Customer does not own, control, orexercise dominion over the business of any Debtor whose Bills or SpecialPurchase Bills are factored by Customer to SYSTRAN,  Customer is not a subsidiary of any Debtor and no Debtors controlor exercise dominion over the business of Customer; (i) Customer will not underany circumstances or in any manner whatsoever interfere with any of SYSTRAN’srights under this Agreement in connection with SYSTRAN’s factoring of TheBill(s); (j) Customer has not and will not pledge the credit of SYSTRAN to anyperson or business for any purpose whatsoever; (k) for non-transportationCustomers, until the sale by Customer toDebtor of the goods described in The Bill(s), Customer had good title to thegoods sold, the goods were free of all encumbrances, liens and prior claims,and Customer had the legal right to sell the goods.

                7.2           Ifthe Customer is a corporation, partnership or limited liability company, it isduly organized, existing, and in good standing under the laws of Ohio.  If Customer represents him or herself to bea sole proprietorship or a partnership, such representation shall be deemedconclusive and binding upon Customer. Customer is duly qualified to do business and is in good standing inevery other state in which such qualification is required.  If Customer is a corporation, partnership orlimited liability company, execution, delivery and performance hereof arewithin its corporate or entity powers, have been duly authorized, and are notin contradiction of law or the terms of its charter, by-laws, partnershipagreement, operating agreement or other entity papers, or any indenture, agreementor undertaking to which it is a party or by which it is bound, except thatCustomer may not enter into this Post-Petition Factoring Agreement absent theapproval of the Bankruptcy Court.  Inaddition, the Customer has all licenses and certificates necessary for theoperation of its business and the issuance of The Bill(s).

 

**8.****                                     ****AUTHORITY**

Customerirrevocably authorizes SYSTRAN or any person designated by SYSTRAN to: bill,receive and collect all amounts which may be due or become due to Customer fromDebtors and to use Customer’s name for purposes of billing and collection ofamounts due; delete Customer’s address on all invoices mailed to Debtor andsubstitute SYSTRAN’s address; receive, open and dispose of all mail addressedto Customer or Customer’s trade name at SYSTRAN’s address; negotiate checksreceived in payment whether payable to Customer or to SYSTRAN, endorse the nameof Customer or Customer’s trade name on any checks or other evidences ofpayment that may come into the possession of SYSTRAN on The Bill(s) purchasedby SYSTRAN and on any invoices or other document relating to any of TheBill(s); in Customer’s name, or otherwise, demand, sue for, collect and get orgive releases for any and all monies due or to become due on The Bill(s);compromise, prosecute, or defend any action, claim or proceeding as to TheBill(s) purchased by SYSTRAN; take all steps necessary to ensure payment ofsuch amounts due and do any and all things in Customer’s name necessary andproper to carry out the purpose intended by this Agreement.

 

**9.             ADDITIONAL DOCUMENTS**

TheCustomer shall execute and deliver all such additional and further instrumentsas may be reasonably requested by SYSTRAN in order to more completely vest inand assure to SYSTRAN and make available to it, the property and rightsherewith or hereafter granted or assigned and transferred to SYSTRAN asCollateral and to evidence the sale of The Bill(s) to SYSTRAN and to carry intoeffect the provisions and intent of this Agreement.

 

**10.****                              ****LOCATIONOF BOOKS AND RECORDS, PLACE OF BUSINESS**

Customer’splace of business is the one set forth in this Agreement and all of its books,accounts, correspondence, papers and records pertaining to the servicesperformed or sales of products are located there, and all such books, accounts,correspondence, papers and records will be opened for SYSTRAN’s inspection atall reasonable times.

 

**11.****                              ****INDEMNIFICATIONOF SYSTRAN; SALES AND EXCISE TAXES**

Customerwill indemnify and hold SYSTRAN harmless against any and all liability, loss orexpense, including attorney’s fees and costs, caused by or arising out of anyclaims or alleged claims asserted relating in any manner to The Bill(s)purchased by SYSTRAN hereunder or subject to SYSTRAN’s security interest,including, but not limited to, claims asserted against SYSTRAN pursuant toChapter 5, Title 11 of the *United States Code*.  In the event any sales or excise taxes areimposed by any state, federal or local authorities with respect to any of TheBill(s) sold and assigned hereunder, where such taxes are required to bewithheld or paid by SYSTRAN, Customer shall also indemnify SYSTRAN and hold itharmless with respect to all such taxes and hereby authorizes SYSTRAN to chargeto Customer’s account any such tax that is paid or withheld by SYSTRAN.  SYSTRAN may charge the Deposit or initiatelegal proceedings to collect any amount due under this paragraph.  This paragraph shall survive and remaineffective following the termination of the Factoring Agreement.

 

**12.****                              ****FINANCIALINFORMATION**

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Solong as Customer factors or has any absolute or contingent obligation of anykind owing to SYSTRAN, the Customer will provide information regarding thebusiness, affairs and financial condition of Customer and its subsidiaries asSYSTRAN may reasonably request, including financial statements.

 

**13.          BANKRUPTCY**

                Customer agrees to notifySYSTRAN of any voluntary or involuntary bankruptcy petition filed by or againstit or any guarantor within twenty-four (24) hours of such filing.

 

**14.****                              ****REORGANIZATION,ACQUISITIONS, CHANGE OF NAME OR LOCATION**

Customerwill not, and will not permit any subsidiary to merge or consolidate with orinto any corporation or other entity, or sell, lease, transfer, or otherwisedispose of all or any substantial part of its assets, whether now owned orhereafter acquired.  Customer shallnotify SYSTRAN in writing not less than thirty (30) days prior to (a) anychange of its name or use of any trade names; or (b) any change in the addressof the chief executive office and/or chief place of business of Customer or thelocation of any records pertaining to The Bill(s).

 

**15.****                              ****LITIGATION**

Exceptas disclosed in writing, Customer represents and warrants to SYSTRAN asfollows: There are no suits or proceedings pending or to the knowledge ofCustomer, threatened against or affecting Customer or any of its subsidiarieswhich, if adversely determined, would have a material adverse effect on thefinancial condition or business of Customer and its subsidiaries and there areno proceedings by or before any governmental commission, board, bureau, orother administrative agency pending or, to the knowledge of Customer,threatened, against Customer or any of its subsidiaries.  Further, Customer represents and warrants thereis no claim, loss contingency, or proceeding, whether or not pending,threatened or imminent, against or otherwise affecting Customer that involvesthe possibility of any judgment or liability not fully covered by insurance orthat may result in a material adverse change in the business, properties, orcondition, financial or otherwise, of Customer.  The parties, however, acknowledge that Customer is the debtor inthe Bankruptcy Case.

 

**16.****                              ****TRADENAMES**

Customerrepresents and warrants to SYSTRAN that it utilizes no trade names or assumedbusiness names in the conduct of its business except Gasel TransportationLines, Inc. and GTL Logistics, Inc.

 

**17.****                              ****TAXES;BANKRUPTCY REPORTS**

Customerrepresents and warrants to SYSTRAN that: (a) Customer has filed all federal,state, and local tax returns and other reports it is required to file, (b) haspaid or made adequate provision for payment of all such taxes, assessments, andother governmental charges, and (c) has filed an will file all reports andother papers required to be filed in the Bankruptcy Case, and has paid and willpay all fees required to be paid in the Bankruptcy Case.

 

**18.****                              ****TERMAND TERMINATION**

18.1         This Agreement is for a term of twelve(12) full months to begin on the Commencement Date as defined in paragraph 1(c)herein.  The term of this Agreementshall renew automatically for consecutive twelve (12) month terms unless soonerterminated in accordance with the terms of the Agreement.  Customer may terminate this Agreementeffective at the end of any term by giving thirty (30) days prior writtennotice to SYSTRAN at the address set forth in this Agreement.  Customer may continue to offer any of TheBill(s) to SYSTRAN during such thirty (30) day period.  SYSTRAN may terminate this Agreement at anytime and for any reason by notifying Customer in writing of such termination.

18.2         All of Customer’s representations,warranties, and other provisions of this Agreement shall survive suchtermination until SYSTRAN has been paid in full and Customer has fullyperformed all of its obligations.  In addition,should any transfer of money or property to SYSTRAN hereunder be avoided in abankruptcy proceeding involving Customer, any Debtor of Customer, or otherwise,then Customer’s Obligations hereunder shall be reinstated and/or supplementedto the extent of the avoided transfer, whether or not this Agreement hasotherwise been terminated.

18.3         Notwithstanding the foregoing, Customerhas the option to terminate this Agreement prior to the end of any term bygiving SYSTRAN thirty (30) days prior written notice.  Customer may continue to offer any of The Bill(s) to SYSTRANduring such thirty (30) day period. Customer shall be deemed to have terminated this Agreement prior to theend of any term on the date that Customer shall have ceased presenting TheBill(s) to SYSTRAN in the normal course for an uninterrupted period of thirty(30) days (“Deemed Termination”).  Uponnotice of early termination, or the date of a Deemed Termination by Customer,prior to the end of any term, whether or not Customer continues to offer TheBill(s) to SYSTRAN during the thirty (30) day notice period applicable toCustomer, Customer shall be obligated to pay to SYSTRAN, and Customer’s Depositmay be charged, an early termination premium (“Early Termination Premium”) inan amount equal to sixty-five hundredths of one percent (.65%), or the thencurrent Service Fee specified in Section 3.1 or any subsequent amendment toSection 3.1, whichever fee is greater, times the dollar volume of The Bill(s)purchased by SYSTRAN during the month in which Customer’s dollar volume of TheBill(s) purchased by SYSTRAN was the greatest multiplied by the number ofmonths remaining in the then current term,or eleven (11) months, whichever is lower.

18.4         Any partial month remaining in thecurrent term shall constitute a full month for the purpose of calculating theEarly Termination Premium.  In addition, if SYSTRAN buys Bills from Customeras part of a Special Purchase Bill, and should Customer terminate thisAgreement within the first four (4) months of the term of this Agreement,Customer’s Deposit shall be charged an Early Termination Premium in the amount of the balance of the Deposit onthe termination date.  The termination date shall be thirty(30) days after SYSTRAN’s receipt of the termination notice or on the DeemedTermination date, unless a termination notice specifies a date that is morethan thirty (30) days but less than sixty (60) days after SYSTRAN’s receipt ofthe termination notice.

18.5         If SYSTRAN terminates this Agreementprior to the end of any term upon any default in the performance of Customerunder this Agreement, in view of the impracticality and extreme difficulty inascertaining actual damages and by mutual agreement of the parties as to thereasonable calculation of SYSTRAN’s lost profits as a result thereof, Customershall be obligated to pay SYSTRAN upon the effective date of such termination,and Customer’s Deposit may be charged, a premium in an amount equal to theEarly Termination Premium as set forth above. If Customer terminates this Agreement pursuant to the terms thereof,Customer shall immediately remit and pay to SYSTRAN, at the time oftermination, all Obligations due and owing to SYSTRAN and/or its affiliates byCustomer, under this and any other Agreement.

 

**19.****                              ****EVENTSOF DEFAULT**

19.1         The following shall be events ofdefault under the terms of this Agreement: (a) default by Customer in the performance of any Obligation to SYSTRANor any other financial institution or bank; (b) Customer agrees to theappointment of a receiver for its assets, makes general assignment for thebenefit of creditors or declares that it is unable to pay its debts as theymature; (c) any representation or warranty made by Customer to Systran is foundto be false or misleading; (d) the Bankruptcy Case is dismissed orconverted to a Chapter 7 liquidation, or a Trustee is appointed in theBankruptcy Case; (e) any involuntary petition under the *Bankruptcy Code* or similarstatute has been filed against the Customer and not dismissed within sixty (60)days after filing without the entry of an order for relief; (f) the issuance ofan attachment, execution, tax assessment or similar process against theCustomer or its property which is not released within ten (10) days of itsattachment; (g) any change in the conditions, financial or otherwise, of theCustomer which reasonably causes SYSTRAN to deem itself insecure.

 

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19.2         In addition to all other remediesprovided by law, upon the occurrence of an event of default, SYSTRAN mayimmediately, and without notice to the Customer, (i) terminate this agreement,and (ii) increase the amount of the Deposit required under Section 4 of thisAgreement to one hundred percent (100%) of the outstanding amount of Billspurchased from the Customer (“100% Deposit”), and the Customer shallimmediately deliver to SYSTRAN funds sufficient to create this 100% Deposit.

19.3         SYSTRAN may, upon default under theAgreement or any of the agreements, collect any Obligation owing to SYSTRAN orany of its affiliates by debiting Customer’s account, attach any funds owing toCustomer by SYSTRAN or its affiliates, and exercise any other remedy availableto SYSTRAN under the Agreements or at law. Any deficiency arising under thisAgreement shall accrue interest at the annual rate of twelve percent (12%) orthe highest amount allowed by law, whichever is higher, from the date thedeficiency is incurred.

 19.4        In addition to the above, in the eventof a default hereunder, and in addition to all other remedies available in lawor equity, Systran may declare all amounts owed hereunder to be due and payableimmediately, and it may commence a lawsuit in a court of competent jurisdictionfor the purpose of collecting such sums. Systran also may, in its discretion and without waiving any other remedyit may have, immediately set off against the sums it is owed all amounts heldin the Deposit, without the necessity of obtaining a stay relief or other orderfrom the Bankruptcy Court.

 

**20.          EXPENSES**

20.1         Customer shall reimburse SYSTRAN forall fees, costs and expenses incurred by SYSTRAN in relation to thisAgreement.  SYSTRAN may, at any time,and without regard to any remedy listed above, demand from Customer payment ofthe outstanding fees, costs and expenses.

20.2         ATTORNEYS’ FEES. With respect to anydefault under this Agreement, Customer shall reimburse SYSTRAN for all costsand expenses incurred by attorneys, including both SYSTRAN’s in-house attorneysand outside attorneys’ and paralegals’ whether or not a lawsuit or other courtaction is actually filed in connection with the event of default.  In the event that a suit, action,arbitration, or other proceeding of any nature, including, without limitation,any proceeding under *The Bankruptcy Code*, any action seeking adeclaration of rights or an action for rescission is instituted to interpret orenforce this Agreement, including, but not limited to such fees and costsassociated with trial and appeals, Customer agrees to pay the reasonableattorneys’ fees incurred in connection with any such proceeding as awarded bythe court.

20.3         OTHER PROFESSIONALS AND EXPERTS.  With respect to any event of default underthis Agreement, SYSTRAN in its sole discretion may retain accountants,auditors, appraisers and other experts and the Customer agrees to pay theprofessional fees, expert fees and all other fees and costs reasonably andactually incurred in connection with the services provided.

20.4         NO LIEN TERMINATION WITHOUT RELEASE.  In recognition of SYSTRAN’s right to haveits attorneys’ fees and other expenses incurred in connection with thisAgreement secured by the Collateral, notwithstanding payment in full of allObligations by Customer, SYSTRAN shall not be required to record anyterminations or satisfactions of any of SYSTRAN’s liens on the Collateralunless and until Customer has executed and delivered to SYSTRAN a generalrelease in a form reasonably satisfactory to SYSTRAN.  **Customer understands that this provision constitutes a waiver of itsrights under §9-404 of the UCC.**

 

                **20.5        JURYTRIAL WAIVER.  IN RECOGNITION OF THEHIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES WAIVEANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TOTHE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACHCASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING INCONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TOCONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANYOTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACHPARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSEOF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTYHERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANYCOURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OFTHEIR RIGHT TO TRIAL BY JURY.**

 

**21.****                              ****JURISDICTIONAND VENUE**

ThisAgreement shall be deemed to be a contract under the laws of the State ofOregon and for all purposes shall be governed by and construed in accordancewith the laws of that state.  Customerirrevocably agrees that any legal action or proceeding brought by or against Customerwith respect to the Agreement shall be brought in the courts of the State ofOregon or in the U.S. District Court for the District of Oregon.  Customer consents to the jurisdiction ofsuch courts and that the venue for any such action shall be the County ofClackamas.  This provision shall notlimit the right of SYSTRAN to bring such actions or proceedings againstCustomer in the court of such other states or jurisdictions where Customer maybe subject to jurisdiction.  Customerexpressly authorizes service of process in any such suit or action on itsbehalf upon Registered Agent: See Addendum               , at  (address)                SeeAddendum                                                                                                                          or upon such other agent as SYSTRAN may approve in writing, as its agent forsuch purposes and that service may be deemed complete upon delivery viaexpedited national overnight delivery service. Responses to any such lawsuit byCustomer must be filed and served within twenty (20) days after receipt ofservice of process.  As used herein,process shall be deemed received upon the earlier of (i) actual receipt ofprocess, as evidenced by an executed certified mail return, and (ii) ten (10)days after the date on which process is mailed by Systran.  This section shall remain effective upon theresignation of Registered Agent, or upon the Registered Agent’s change ofaddress, except the address to which process can be mailed shall be changed ifSystran is informed in writing, prior to the mailing of any process, of a newRegistered Agent or address to which process should be mailed.

 

**22.          WAIVER, NOTICE**

Thewaiver by SYSTRAN of the breach of any term of this Agreement or of the compliancetherewith shall not be construed as a waiver of any other breach orcompliance.  Notices from either partyto the other shall be given in writing and mailed postage prepaid, registeredor certified mail, or placed in the hands of a national overnight deliveryservice, addressed to the addresses set forth opposite each party’s name below,or at such other address as either party may hereafter advise the other inwriting.

 

**23.****                              ****ASSIGNMENT**

Customer may not assign any of its rights orobligations hereunder.  SYSTRAN mayassign or grant a security interest in this Agreement or in any of The Bill(s)purchased by SYSTRAN.  SYSTRAN mayassign any of its rights and remedies with respect to The Bill(s) including theright to notify Debtors to make payment to SYSTRAN’s assignee.

 

**24.****                              ****SEVERABILITY**

Theprovisions of this Agreement are severable and if any of these provisions shallbe held by any court of competent jurisdiction to be unenforceable such holdingshall not affect or impair any other provisions hereof.

 

**25.****                              ****COMPLETEUNDERSTANDING**

** **

----

 

ThisAgreement comprises the complete understanding among the parties and may onlybe varied by a writing executed by the parties hereto.  Paragraph headings are for convenience only.

 

**26.          THIRD PARTY CONSULTATION**

Customerhereby agrees and acknowledges that it has had the opportunity to seek out andconsult with legal counsel and/or independent business advisors of its ownchoosing in connection with the negotiation, execution and delivery of thisAgreement.  This Agreement shall beconstrued without regard to any presumption or rule requiring that it beconstrued against the party causing this Agreement, or any part hereof to bedrafted.

 

 

 

 

**27.          NO OFFER/COMMITMENT**

Thepresentation of this Agreement to Customer does not constitute either an offeror commitment to purchase The Bill(s) or to extend credit to Customer.

 

**28.          CREDIT INFORMATION**

                Customer authorizes SYSTRAN orany of its affiliates to obtain credit bureau reports, and make other creditinquiries that it determines are necessary. On Customer’s written request, SYSTRAN will inform Customer whetherSYSTRAN has requested a consumer credit report and the name and address of anyconsumer credit reporting agency that published a report.  Customer acknowledges that without furthernotice SYSTRAN may use or request additional credit bureau reports to updateits information so long as Customer obligations to SYSTRAN are outstanding.

 

**29.****                              ****GUARANTORS**

Theparties acknowledge that Michael J. Post and Gasel Driver Training Schools,Inc. have executed personal guaranties of the obligations of Customer arisinghereunder, and that Systran would not enter into this Post Petition FactoringAgreement without said personal guaranties.

 

SYSTRANFINANCIAL SERVICES CORPORATION

 
| By:                             |   |   |
|---------------------------------|--------|--------|
| Title:                          |   |   |
| Date:                           |   |   |
| Address:  4949 SW Meadows Drive |
| Suite  500                      |
| Lake  Oswego, Oregon 97035      |

 

 

**Gasel Transportation Lines,Inc.**
|         |                            |   | **WITNESS:** |   |
|--------------|---------------------------------|--------|--------------|--------|
| By:          |                            |   | By:          |   |
| Print  Name: |                            |   | Print  Name: |   |
| Title:       |                            |   | Address:     |   |
| Date:        |                            |   |         |   |
|         |                            |   | Phone:       |   |
|         |                            |   |         |   |
| Address:     | Rt.  4 Box 181A                 |   |         |   |
|         | Marietta,  OH   45750 |   |         |   |

                    

                    

 

 

**GTL Logistics, Inc.**
|         |                            |   | **WITNESS:** |   |
|--------------|---------------------------------|--------|--------------|--------|
| By:          |                            |   | By:          |   |
| Print  Name: |                            |   | Print  Name: |   |
| Title:       |                            |   | Address:     |   |
| Date:        |                            |   |         |   |
|         |                            |   | Phone:       |   |
|         |                            |   |         |   |
| Address:     | Rt.  4 Box 181A                 |   |         |   |
|         | Marietta,  OH   45750 |   |         |   |

 

 

----

 

 

# **EXHIBIT “A”**

# **TO FACTORING AGREEMENT DATED May 1, 2003**

 

The terms used in this Exhibit A have the samedefinitions as those used in the Factoring Agreement.  In case of conflict of definition, the definitions in thisExhibit “A” shall prevail.

 

Customershall pay a discount fee of twenty five hundredths of one percent (.25%) of theface amount of all Bills purchased (“Discount Fee”).  In addition, Customer shall pay a fee at an annual rate equal toprime plus two percent (2%) of all funds employed to purchase Bills (“PrimePlus Fee”).  Prime is defined as theprime rate as announced by Wells Fargo Bank, N.A. Funds employed shall becalculated by SYSTRAN on a daily basis based upon bills unpaid and outstanding,less the deposit.  The above DiscountFee and Prime Plus Fee may be deducted from Customer’s funding for Billspurchased pursuant to the Factoring Agreement or Systran may billCustomer.  A change in the Prime PlusFee due to a prime rate change will be effective upon the date of the change,which will be indicated on the settlement statement.

 

Amanaged account shall also be created for all Bills that Systran is unable topurchase and all Bills which Customer does not want to factor (the “ManagedAccount”).  Customer shall pay one-tenthof one percent (.10%) of the face amount of all Managed Account Bills (“ManagedAccount Fee”).  The deposit on theManaged Account is 100%.

 

Customer shall pay a closing fee (the “ClosingFee”) in the amount of $17,500.00, to be deducted from funds due Customer onthe first day of funding to Customer by SYSTRAN.  Customer shall also pay an annual line fee of $17,500.00 (the“Annual Line Fee”).  The Annual Line Feeshall be deducted from Customer’s funding on the anniversary date of the firstfunding date, annually.

 

 

**GaselTransportation Lines, Inc.**

 
| By:    | M  J Post |   |
|--------|-----------|--------|
| Title: | Pres      |   |
| Date:  | 5-20-03   |   |

 

 

**GTL Logistics,Inc.**

 
| By:    | M  J Post |   |
|--------|-----------|--------|
| Title: | Pres      |   |
| Date:  | 5-20-03   |   |

 

 

----

 

**ADDENDUM TO THE FACTORINGAGREEMENT**

 

This Addendum is to the Factoring Agreement (the “Agreement”), datedMay 20, 2003 between Systran Financial Services Corporation (“SYSTRAN”) andGasel Transportation Lines, Inc. and GTL Logistics, Inc. (jointly and severallythe “Customer”).

 

•                  Paragraph 2.1 is hereby amended by adding the following two sentencesto the end of the paragraph:

 

Customer shall submit to SYSTRAN all Bills for whichproof of delivery has not yet been received by the Customer, (the “UnbilledInvoices”) so long as the aggregate total amount of Unbilled Invoices purchaseddoes not exceed the lesser of; (a) two hundred fifty thousand dollars ($250,000.00)or; (b) twenty percent (20%) of Customer’s regular Bills/invoices purchasedthat are ninety (90) days old or less as computed from the date ofpurchase.  Customer shall have ten (10)days from date of purchase of any Unbilled Invoice to present, on an InvoiceSchedule form provided by SYSTRAN, one (1) copy of every Bill/invoice relatedto any Unbilled Invoices along with proof of delivery for each Bill presented.Customer may submit to SYSTRAN via facsimile or electronic mail copies ofUnbilled Invoices / dispatch sheets.

 

•                  Paragraph 2.4 of the Agreement is herebyamended to include the following:

 

Customer may mail all Bills directly to accountdebtors.  All Bills so directly mailedby Customer must be stamped with SYSTRAN’s notice of assignment attached asExhibit “A.”  Customer will providecopies of all Bills, together with signed copies of the respective proof ofdelivery prior to Systran considering them for purchase.  Nothing in the Addendum shall obligateSYSTRAN to purchase any Bill.

 

•                  Paragraph 4.1 is hereby amended in the following particulars only:

 

In order to secure Customer’sObligations hereunder, Customer shall deliver to SYSTRAN a deposit equal tothirty  percent (30%) of Customer’sUnbilled Invoices (“Deposit A”) and Customer shall deliver to SYSTRAN a depositequal to ten (10%) of Customer’s regular Bills that are ninety (90) days old orless computed from the date of purchase (“Deposit B”). Deposit A shall berepaid to Customer upon receipt of the copy of the regular Bill/invoice bySYSTRAN, whether in the form of a photocopy, a facsimile copy or a scanned copyvia Electronic Data Interchange. Both Deposit A and Deposit B shall becollectively known as “Deposit” for the purposes of the remaining sections ofthis Agreement.

 

 

 

 

•                  Paragraph 18.1 is hereby amended by adding the following language:

 

Customer may request that SYSTRAN perform thenecessary due diligence in order to consider the Customer as a candidate forconversion to an Asset Based Loan (“ABL”). In the event Customer selects this option and the conversion to ABL isapproved, additional credit underwriting and new loan documentation may berequired by SYSTRAN pursuant to its lending criteria and the Early TerminationPremium will be waived.

 

•                  Paragraph 21 of the Agreement shall be amended to include theRegistered Agents listed below:

 
| Customer:                            |   | Registered Agent:        |
|--------------------------------------|--------|--------------------------|
| **Gasel Transportation Lines, Inc**. |   | Michael J. Post          |
|                                 |   | PO Box 1199              |
|                                 |   | Marietta, OH  45750 |
|                                 |   |                     |

----

 

 

                **GTL Logistics, Inc.**                                                             Allen M.Blue

5542 Columbus Pike Ste. D

Lewis Center,  OH  43035

 

 

The parties agree thatthe terms of this Addendum shall be incorporated in terms of theAgreement.  All defined terms in theAddendum shall have the same meaning as the defined terms in the Agreement.

 

**SystranFinancial Services Corporation**

 
| By:    | /s/          |    |
|--------|--------------|---------|
| Title: |         |    |
| Dated: |  May 20 | ,  2003 |

 

**                                                                               **

 
| **Gasel  Transportation Lines, Inc.** | **GTL  Logistics, Inc.**                                                                                                                            |
|---------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| By:                                   | /s/  M J Post                                                                                                                                       | By: | /s/  M J Post |
| Print  Name:                          | Michael  J. Post                                                                                                                                    | Print  Name: | Michael  J. Post |
| Title:                                | President                                                                                                                                           | Title: | President |
| Dated:                                | 5-20-03                          , 20 | Dated: | 5-20-03        ,  20 |

 

# ** **

# ** **

# **Exhibit “A” to theAddendum**

 

 

Remit Only To:

Systran Financial Services Corp.

P.O. Box 640296

Pittsburgh, PA 15264-0296

This account is sold, assigned and payable to SYSTRAN.

 

 

 

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