FIFTH AMENDMENT TO
REVOLVING CREDIT AND
LETTER OF CREDIT LOAN
AGREEMENT
THIS FIFTH AMENDMENT TO REVOLVING
CREDIT AND LETTER OF CREDIT LOAN AGREEMENT (this “
Amendment ”) is entered into October 27, 2006, 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
”).
RECITALS:
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: (i) amend
the Lease Adjusted Leverage Ratio in Section 6.1 of the Credit
Agreement; (ii) increase the amount of Investments allowable under
Section 7.4(m); and (iii) increase the amount of allowable
Restricted Payments 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
6.1 . Section 6.1 of the
Credit Agreement concerning “Lease Adjusted Leverage
Ratio” is deleted and the following is substituted in lieu
thereof:
Section 6.1 Lease Adjusted Leverage Ratio
. The Borrower will have a Lease
Adjusted Leverage Ratio, calculated on a
trailing four quarter basis, of not greater than the following
during the measurement periods set forth below:
|
Measurement Period
|
Ratio
|
Fiscal Quarter
Ending December 31, 2006 through the Fiscal Quarter Ending March
31, 2007
|
3.50 to 1.00
|
Fiscal Quarter
Ending June 30, 2007
|
3.25 to 1.00
|
Fiscal Quarter
Ending September 30, 2007 and each Fiscal Quarter
thereafter
|
3.00 to 1.00
|
2.
Amendment to Section
7.4 . Section 7.4 of the
Credit Agreement concerning “Investments, Loans, Etc.”
is amended by deleting subsection (m) thereof, and the following is
substituted in lieu thereof:
(m) Other Investments which in the aggregate do
not exceed $20,000,000 during the term hereof.
3.
Amendment to Section
7.5 . Section 7.5 of the
Credit Agreement concerning “Restricted Payments” is
deleted and the following is substituted in lieu
thereof:
7.5 Restricted Payments . The Borrower
will not, and will
not permit its Subsidiaries to, declare or
make, or agree to pay or make, directly or indirectly, any dividend
on any class of its stock, or make any payment on account of, or
set apart assets for a sinking or other analogous fund for, the
purchase, redemption, retirement, defeasance or other acquisition
of, any shares of common stock or Indebtedness subordinated to the
Obligations of the Borrower or any options, warrants, or other
rights to purchase such common stock or such Indebtedness, whether
now or hereafter outstanding (each, a “ Restricted
Payment ”), except for (i) dividends payable by the
Borrower solely in shares of any class of its common stock;
(ii) Restricted Payments made by any Subsidiary to the
Borrower or to an
