SIXTH AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT LOAN AGREEMENT

 

THIS SIXTH AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT LOAN AGREEMENT (this “Amendment”) is entered into February 13, 2007, by and between, U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the “Borrower”), and SUNTRUST BANK, BANK OF AMERICA, N.A., LASALLE BANK NATIONAL ASSOCIATION, BRANCH BANKING AND TRUST COMPANY, NATIONAL CITY BANK, REGIONS FINANCIAL CORPORATION (collectively the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

A. The Borrower, Administrative Agent and the Lenders previously entered into that certain Revolving Credit and Letter of Credit Loan Agreement dated October 14, 2004 (as previously amended and as it may be amended from time to time, the “Credit Agreement”).

B. The Borrower, Administrative Agent and the Lenders desire to further amend the Credit Agreement to clarify that the calculation of Consolidated Net Worth under Section 6.4 of the Credit Agreement shall be reduced by certain stock redemptions allowable under Section 7.5 of the Credit Agreement.

C. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Borrower, Administrative Agent and the Lenders executing this Amendment agree as follows:

1. Amendment to Section 6.4. Section 6.4 of the Credit Agreement concerning “Consolidated Tangible Net Worth” is amended by adding the following provision at the end thereof:

Notwithstanding any provision of this Section to the contrary, the required Consolidated Tangible Net Worth shall be reduced by the allowable stock redemptions made under Section 7.5 since February 27, 2006.

2. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(a) The Lenders shall have received this Amendment duly executed by the Borrower and the Guarantors;

(b) The representations and warranties in the Loan Documents, as amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date; and

(c) No Default shall exist.

3. Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of this Amendment.

4. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

5. Severability; Headings. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The section and subsection headings used in this Amendment are for convenience of reference only and are not to affect the construction hereof or to be taken into consideration in the interpretation hereof.

6. Continuing Effect Upon Other Documents. This Amendment shall not constitute an amendment or waiver of any other provision of the Credit Agreement not expressly referred to herein and, except to the extent that the Credit Agreement has been amended hereby, shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended, modified or supplemented hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

ENTERED INTO as of the date first above written.

 

		BORROWER:
		U.S. XPRESS ENTERPRISES, INC.
	By:	/s/ Ray M. Harlin
	Title:	Assistant Secretary

 

 

		LENDERS:
		SUNTRUST BANK
		as Administrative Agent, as an Issuing Bank,
		as Swingline Lender and as a Lender
	By:	/s/ William H. Crawford
	Title:	Director

[additional signature lines continued on following pages]

 

		BANK OF AMERICA, N.A., as Issuing Bank
		for Existing Letters of Credit and as a Lender
	By:	/s/ Alan R. Buck
	Title:	Vice President

 

 

		LASALLE BANK NATIONAL ASSOCIATION
	By:	/s/ Nick T. Weaver
	Title:	Senior Vice President

 

 

		BRANCH BANKING AND TRUST COMPANY
	By:	/s/ R. Andrew Beam
	Title:	Senior Vice President

 

 

		NATIONAL CITY BANK
	By:	/s/ John H. Ankerman
	Title:	Senior Vice President

 

 

		REGIONS FINANCIAL CORPORATION
	By:	/s/ Elaine B. Passman
	Title:	Vice President

 

Each of the undersigned Guarantors: (i) consent and agree to this Amendment and (ii) agree that the Loan Documents to which it is a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Guarantor enforceable against it in accordance with their respective terms.

 

 

	GUARANTORS:
	U.S. Xpress, Inc.
	U.S. Xpress Leasing, Inc.
	Xpress Air, Inc.
	Xpress Company Store, Inc.
	Xpress Global Systems, Inc.
	Xpress Colorado, Inc.
	Cargo Movement Corp.
	Xpress Waiting, Inc.
	Colton Xpress, LLC
	Associated Developments, LLC
	Total Transportation Holdings, Inc.
	Total Logistics, Inc.
	Transportation Investments, Inc.
	Total Transportation of Mississippi LLC,
	Transportation Assets Leasing, Inc.
	TAL Real Estate, LLC
	TAL Power Equipment #1, LLC
	TAL Van #1, LLC
	TAL Furniture and Equipment, LLC
	TAL Marine, Inc.
	TAL Aviation, LLC
	TAL Power Equipment #2, LLC
	ATS Acquisition Holding Co.
	Arnold Transportation Services, Inc.

 

	By:	/s/ Ray M. Harlin
	Name:	Ray M. Harlin
		Authorized Officer of above Guarantors

 

 

		GUARANTOR:
		Xpress Nebraska, Inc.
	By:	/s/Al Hingst
	Name:	Al Hingst, Secretary

 

 

		GUARANTOR:
		Xpress Holdings, Inc.
	By:	/s/Jane Killmeyer
	Name:	Jane Killmeyer, Secretary