Exhibit 10.1
SECOND AMENDMENT TO LOAN
AGREEMENT AND
SECOND AMENDMENT TO PROMISSORY
NOTE
(Universal Truckload Services,
Inc.)
This Second Amendment to Loan
Agreement and Second Amendment to Promissory Note (“Second
Amendment”) is made this 26th day of October, 2009, 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, and
amended by the First Amendment to Loan Agreement and First
Amendment to Promissory Note dated as of October 28, 2008
(“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
Second 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, and amended by the First Amendment to Loan
Agreement and First Amendment to Promissory Note dated as of
October 28, 2008, 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 Second
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 25th, 2010.”
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 one percent
(1.00%) 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 Credit.”
2. The Note is amended as
follows:
a. The Maturity Date is now
October 25th, 2010.
b. The first sentence of the
paragraph identified as “ Interest &
