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FIRST AMENDMENT TO
RESTATED AGENTED
REVOLVING CREDIT AGREEMENT
THIS FIRST
AMENDMENT TO RESTATED AGENTED REVOLVING CREDIT AGREEMENT
(“Amendment”) dated as of the 29 th day of
April, 2005, among SCS TRANSPORTATION, INC. , a Delaware
corporation (the “Borrower”), and BANK OF OKLAHOMA,
N.A. , U.S. BANK NATIONAL ASSOCIATION, JPMORGAN CHASE BANK,
N.A. (as successor by merger to Bank One, NA), HARRIS TRUST AND
SAVINGS BANK and LASALLE BANK NATIONAL ASSOCIATION
(individually a “Bank” and collectively the
“Banks”), and BANK OF OKLAHOMA, N.A. , as agent
for the Banks (in such capacity the “Agent”).
RECITALS
A. Reference is made to the Restated Agented Revolving Credit
Agreement dated January 31, 2005, among Borrower, Agent and
Banks (“Credit Agreement”) pursuant to which a
$110,000,000 Revolving Credit Loan was established. Terms used
herein shall have the meanings ascribed to them in the Credit
Agreement unless otherwise defined.
B.
Borrower, Banks and Agent hereby intend to amend the Credit
Agreement as set forth below.
AGREEMENT
1. Amendments to
the Credit Agreement .
1.1.
Section 6.04 (Loans, Advances and Investments) is hereby
amended to add the following subsection:
“(9)
So long as no Event of Default has occurred and is continuing,
Borrower may acquire its common shares of stock from time to time
provided that the aggregate acquisition amount does not exceed
$25,000,000.”
2. Conditions
Precedent . The obligations of the Banks to perform under the
Credit Agreement, as amended hereby, are subject to
Borrower’s execution and/or delivery of the following:
2.1. This
Amendment; and
2.2. Any
other documents or agreements reasonably requested by Lender.
3. Representations
and Warranties . The Borrower hereby (i) ratifies and
confirms all representations and warranties set forth in the Credit
Agreement and all other Loan Documents, and (ii) represents
and warrants that no Event of Default has occurred and is
continuing.
4.
Ratification . Borrower hereby ratifies and confirms the
Credit Agreement and all other Loan Documents, and agrees that they
remain in full force and effect.
5. Ratification of
Guaranty . Each Guarantor, Saia Motor Freight Line, Inc. and
Jevic Transportation, Inc., by execution hereof, hereby
acknowledges and agrees that
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