Exhibit 10.1
FIRST AMENDMENT TO LOAN AGREEMENT
AND
FIRST AMENDMENT TO PROMISSORY
NOTE
(Universal Truckload Services,
Inc.)
This First Amendment
to Loan Agreement and First Amendment to Promissory Note
(“First Amendment”) is made this 28
th
day of October,
2008, between Universal Truckload Services, Inc., a Michigan
corporation with offices at 12755 E. Nine Mile Road, Warren,
Michigan 48089 (“Borrower”) and Keybank National
Association, a national banking association, with offices at 100 S.
Main Street, Ann Arbor, Michigan 48104
(“Lender”).
RECITALS
A. Borrower and Lender have entered
into that certain Loan Agreement, dated October 29, 2007
(“Loan Agreement”), pursuant to which Lender has
provided Borrower with a loan in the original principal amount of
$20,000,000.00 (“Loan”). Capitalized terms used in this
First Amendment and not otherwise defined shall have the meanings
given to them in the Loan Agreement.
B. Borrower executed and delivered
to Lender a Promissory Note (Revolving Credit), dated
October 29, 2007, to evidence the Loan
(“Note”).
C. Borrower has requested an
extension of the Maturity Date of the Loan and certain other
modifications to the terms of the Loan, the Note and the Loan
Documents. Lender has agreed to such extension and modifications
subject to the terms and conditions set forth in this First
Amendment.
NOW, THEREFORE, in consideration of
and in reliance upon the foregoing recitals and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, Borrower and Lender agree as follows:
1. The Loan Agreement is amended as
follows:
a. The definition of Maturity Date
in Section 1.2 is amended to read in its entirety as
follows:
“‘Maturity Date’
means October 27, 2009.”
b. Section 2.3 is
amended and restated to read in its entirety as follows:
“2.3 Fees . The
Borrower shall pay the Lender the following fees:
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(a)
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Borrower agrees
to pay Lender a letter of credit fee of three quarters of one
percent (0.75%) per annum of the amount of any issued and
outstanding standby Letters of Credit, payable annually in advance,
plus usual and customary issuance and administrative
fees.
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All fees payable hereunder shall be
fully earned and non-refundable upon issuance of each standby
Letter of Credi
