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Exhibit 10.65
AMENDMENT NO. 2 TO
NOTE PURCHASE AGREEMENT
This Amendment
No. 2 to Note Purchase Agreement (this " Amendment ") dated
as of October __, 2004, is between United Expressline, Inc., an
Indiana corporation (the " Company "), and The Huntington
Capital Investment Company, an Ohio corporation (" HCIC ").
Unless otherwise specified in this Amendment, capitalized terms
used in this Amendment have the meanings ascribed to them in the
Purchase Agreement (as hereinafter defined).
WHEREAS, the
Company and HCIC are parties to a Note Purchase Agreement, dated as
of July 27, 2001 (as further amended, supplemented, restated or
otherwise modified from time to time, the " Purchase
Agreement ");
WHEREAS, the
Company has asked HCIC to amend the Purchase Agreement to revise
the payment terms contained therein and HCIC has agreed to do
so;
NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants
contained in this Amendment and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Amendment to the Purchase Agreement
. Subject to the satisfaction of the
conditions set forth in Section 6 of this Amendment, the parties
hereby agree, effective October 1, 2004, to amend the Purchase
Agreement to delete Section 2.1(b) thereof in its entirety and
replace such paragraph as follows:
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(b) Interest is due
and payable (i) monthly in arrears on the last Business Day of each
month, commencing on the last Business Day of October, 2004, in
each case in an amount equal to the aggregate accrued but unpaid
interest, and (ii) on the Termination Date, in an amount equal to
the aggregate accrued but unpaid interest. |
2.
Representations and Warranties of the Company
. The Company represents and warrants
that:
(a) the execution,
delivery and performance by the Company of this Amendment have been
duly authorized by all necessary corporate action and this
Amendment is a legal, valid and binding obligation of the Company
enforceable in accordance with its terms;
(b) each of the
representations and warranties co
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