SECOND AMENDMENT TO REVOLVING
CREDIT AND
LETTER OF CREDIT LOAN
AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING
CREDIT AND LETTER OF CREDIT LOAN AGREEMENT (this “
Amendment ”) is entered into this the 12th day of
August, 2005 by and between, U.S. XPRESS ENTERPRISES, INC., a
Nevada corporation (the “ Borrower ”), and
SUNTRUST BANK, FLEET NATIONAL BANK, 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
“Agreement”).
B. The
Borrower, Administrative Agent and the Lenders desire to amend the
Agreement to increase the amount of allowable stock redemption
payments under Section 7.5 of the Agreement, as provided
herein.
C. Capitalized
terms not otherwise defined herein shall have the meanings ascribed
to them in the 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 agree as follows:
1.
Section 7.5 of the 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 another
Subsidiary Loan Party; and (iii) from the Closing Date, the
Borrower may make stock redemptions not to exceed $15,000,000 in
the aggregate during the term hereof. Notwithstanding any provision
herein to the contrary, no payments under subsection (i) or (iii)
may be made if a Default or Event of Default has occurred and is
continuing at the time such dividend is paid or redemption is
made.
2.
Section 6.4 of the Agreement concerning "Consolidated
Tangible Net Worth" is amended by adding the following sentence 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 from and after August 12, 2005.
