EX-99 2 amendno5.htm AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 5 TO REVOLVING CREDIT
AGREEMENT, LIMITED WAIVER AND CONSENT

This AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT (this "Amendment")
dated as of February 25, 2004, is by and among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation, U.S.
XPRESS, INC., a Nevada corporation, XPRESS GLOBAL SYSTEMS, INC. (f/k/a CSI/Crown, Inc.), a Georgia
corporation, and U.S. XPRESS LEASING, INC., a Tennessee corporation (each a "Borrower" and collectively,
the "Borrowers"), and FLEET CAPITAL CORPORATION, a Rhode Island corporation and the other lending
institutions listed on Schedule 1 to the Credit Agreement (collectively, the "Lenders"), and FLEET CAPITAL
CORPORATION, as administrative agent for itself and such other lending institutions (in such capacity, the
"Administrative Agent"), with FLEET SECURITIES, INC., as arranger, and LASALLE BANK NATIONAL ASSOCIATION,
as syndication agent.

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to a Revolving
Credit Agreement, dated as of March 29, 2002 (as amended and in effect from time to time, the "Credit
Agreement"), pursuant to which the Lenders have agreed, upon certain terms and conditions, to make loans
and otherwise extend credit to the Borrowers;

WHEREAS, the Borrowers and their Subsidiaries desire to effectuate a series of transactions
whereby the organizational structure of the Borrowers and their Subsidiaries will be restructured (the
"Restructuring");

WHEREAS, the Borrowers, the Lenders and the Administrative Agent have agreed, on the terms and
conditions set forth herein, to amend and/or waive certain provisions of the Credit Agreement and certain
other Loan Documents in order to, among other things, permit the Restructuring; and

WHEREAS, capitalized terms which are used herein without definition and which are defined in the
Credit Agreement shall have the same meanings herein as in the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders
and the Administrative Agent hereby agree as follows:

1. Specific Waivers. In connection with the Restructuring, the Lenders hereby agree to
waive the following provisions of the Credit Agreement:

(a) the application of Section 9.3 of the Credit Agreement solely in connection
with the capital contribution of certain assets (the CMC Assets) acquired by Xpress Global
Systems, Inc. (Xpress Global) in connection with the acquisition of Cargo Movement Corporation
to Cargo Movement Corp. (CMC), a newly formed subsidiary of Xpress Global; and

(b) the application of Section 9.5.2 of the Credit Agreement solely in connection
with the disposition of the CMC Assets by Xpress Global to CMC.

2. Amendment to Schedules to the Credit Agreement. The Schedules to the Credit Agreement
are hereby amended by deleting Schedule 7.19 and Schedule 9.3 in their entirety and substituting the new
Schedule 7.19 and Schedule 9.3 attached hereto in lieu thereof.

3. Consent to Name Change and Waiver. Each of the Lenders and the Administrative Agent
hereby consent to Dedicated Xpress Services, Inc.s change of name to Xpress Waiting, Inc. (Xpress
Waiting). All references in the Loan Documents to Dedicated Xpress Services, Inc. shall hereafter refer
to Xpress Waiting. In addition, each of the Lenders and the Administrative Agent hereby waive the
requirement that the Borrowers provide thirty (30) days prior written notice of such change of name.

4. Amendment to Annex to the Stock Pledge Agreement. Annex A to the Stock Pledge Agreement
is hereby amended by deleting Annex A in its entirety and substituting the new Annex A attached hereto in
lieu thereof.

5. Representations and Warranties.Each Borrower hereby represents and warrants to the
Administrative Agent as follows:

5.1 Representation and Warranties in the Credit Agreement.The representations and
warranties of each Borrower contained in the Credit Agreement were true and correct in all
material respects as of the date when made and continue to be true and correct in all material
respects on the date hereof.

5.2 Ratification, Etc.Except as expressly amended hereby, each of the Credit
Agreement and the Stock Pledge Agreement is hereby ratified and confirmed in all respects and
shall continue in full force and effect. Each of the Credit Agreement and the Stock Pledge
Agreement shall, together with this Amendment, be read and construed as single agreements. All
references in the Credit Agreement and the Stock Pledge Agreement or any related agreement or
instrument shall hereafter refer to the Credit Agreement and the Stock Pledge Agreement, in each
case as amended hereby.

5.3 Authority, Etc.The execution and delivery by each Borrower of this Amendment
and the performance by each Borrower of all of its respective agreements and obligations under
the Credit Agreement and the Stock Pledge Agreement, in each case as amended hereby, are within
such Borrower's corporate authority and have been duly authorized by all necessary corporate
action on the part of such Borrower.

5.4 Enforceability. This Amendment and each of the Credit Agreement and the Stock
Pledge Agreement, in each case as amended hereby, constitute the legal, valid and binding
obligations of each Borrower and are enforceable against each Borrower in accordance with their
terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of, creditors' rights and except
to the extent that availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may be brought.

6. Effectiveness of Amendment.This Amendment shall become effective (the "Effective
Date") upon the satisfaction of each of the following conditions, in each case in a manner and in form and
substance satisfactory to the Administrative Agent:

(a) This Amendment shall have been duly executed and delivered by each of the
Borrowers, the Guarantors, the Administrative Agent and the Required Lenders and shall be in full
force and effect;

(b) The Administrative Agent shall have received evidence that CMC has entered into
a security agreement (the "New Subsidiary Security Agreement") with the Administrative Agent for
the benefit of the Administrative Agent and the Lenders, in form and substance satisfactory to
the Administrative Agent;

(c) The Administrative Agent shall have received from CMC a duly completed
Perfection Certificate in the form prescribed by the New Subsidiary Security Agreement;

(d) The Administrative Agent shall have received evidence that CMC has executed a
guaranty (the "New Subsidiary Security Guaranty" and, together with the New Subsidiary Security
Agreement, the "New Security Documents") in favor of the Administrative Agent for the benefit of
the Administrative Agent and the Lenders, in form and substance satisfactory to the
Administrative Agent;

(e) The Administrative Agent shall have received the original stock certificates
representing 100% of the capital stock of CMC, together with instruments of assignment duly
executed in blank, in each case in form and substance satisfactory to the Administrative Agent;

(f) The Administrative Agent shall have received from the Secretary of CMC a copy,
certified by such Secretary to be true and complete as of such date, of (i) the Governing
Documents of such Person, (ii) the resolutions of such Persons Board of Directors or other
management authorizing, to the extent it is a party thereto, the execution, delivery and
performance of this Amendment and such other documents contemplated hereby, and (iii) the names,
titles, incumbency and signatures of the officers of such Person who are authorized to execute
and deliver this Amendment and the other Loan Documents;

(g) The Administrative Agent shall have received from the Secretary of Xpress
Waiting a copy, certified by such Secretary to be true and complete as of such date, of (i) the
Governing Documents of such Person and (ii) the names, titles, incumbency and signatures of the
officers of such Person who are authorized to execute and deliver this Amendment and the other
Loan Documents;

(h) The Administrative Agent shall have received a favorable legal opinion
addressed to the Administrative Agent and the Lenders, dated as of the date hereof, in form and
substance satisfactory to the Administrative Agent, from counsel to CMC, concerning corporate or
other applicable entity authority matters and the enforceability of each of this Amendment and
each of the New Security Documents, and concerning such other matters as the Administrative Agent
may request; and

(i) The Administrative Agent shall have received such other items, documents,
agreements or actions as the Administrative Agent may reasonably request in order to effectuate
the transactions contemplated hereby.

7. No Other Amendments.Except as expressly provided in this Amendment, all of the terms
and conditions of each of the Credit Agreement and the Stock Pledge Agreement shall remain in full force
and effect.

8. Execution in Counterparts.This Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one instrument. In making proof of
this Amendment it shall not be necessary to produce or account for more than one counterpart signed by
each party hereto by and against which enforcement hereof is sought.

9. Miscellaneous.THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL UNDER THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). The captions in this Amendment are for convenience of reference only and shall not define
or limit the provisions hereof.

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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set
forth above.

BORROWERS:

U.S. XPRESS ENTERPRISES, INC.

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Executive Vice President of Finance, Chief
Financial Officer and Assistant Secretary

U.S. XPRESS, INC.

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Assistant Secretary

XPRESS GLOBAL SYSTEMS, INC.

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Assistant Secretary

U.S. XPRESS LEASING, INC.

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Assistant Secretary

LENDERS:

FLEET CAPITAL CORPORATION, individually and as
Administrative Agent

By: /s/ Christopher Godfrey
Name:Christopher Godfrey
Title:Senior Vice President

FLEET NATIONAL BANK,
as Issuing Bank

By: /s/ Christopher Godfrey
Name:Christopher Godfrey
Title:Senior Vice President

THE CIT GROUP/BUSINESS CREDIT, INC.

By: /s/Arthur R. Cordwell, Jr.
Name: Arthur R. Cordwell, Jr.
Title:Vice President

LASALLE BANK NATIONAL ASSOCIATION

By: /s/ Stefan R. Loeb
Name:Stefan R. Loeb
Title:Corporate Banking Officer

RATIFICATION OF GUARANTY

Each of the undersigned Guarantors hereby acknowledges and consents to the foregoing Amendment, and agrees
that the Guaranty from such Guarantor in favor of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders and all other Loan Documents to which such Guarantor is a party
remain in full force and effect, and each of the Guarantors confirms and ratifies all of its obligations
thereunder.

XPRESS AIR, INC.

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Assistant Secretary

XPRESS COMPANY STORE, INC.

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Assistant Secretary

XPRESS HOLDINGS, INC.

By: /s/ Rebecca Howell
Name: Rebecca Howell
Title: Secretary and Treasurer

XPRESS COLORADO, INC.
(f/k/a CSI Acquisition Corporation)

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Assistant Secretary

DEDICATED XPRESS SERVICES, INC.

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Assistant Secretary

XPRESS NEBRASKA, INC.

By: /s/ Al Hingst
Name: Al Hingst
Title:

COLTON XPRESS, LLC

By: U.S. Xpress Enterprises, Inc.,
its sole Managing Member

By: /s/ Ray M. Harlin
Name: Ray M. Harlin
Title: Executive Vice President of
Finance, Chief Financial Officer and
Assistant Secretary

Schedule 7.19

Subsidiaries, Etc.

Chief Executive Office/
Subsidiary State of Formation Principal Place of Business

U.S. Xpress, Inc. Nevada 4080 Jenkins Road, Chattanooga, TN 37421

U.S. Xpress Leasing, Inc. Tennessee 4080 Jenkins Road, Chattanooga, TN 37421

Xpress Air, Inc. Tennessee 4080 Jenkins Road, Chattanooga, TN 37421

Xpress Company Store, Inc. Tennessee 4080 Jenkins Road, Chattanooga, TN 37421

Xpress Holdings, Inc.* Nevada 3993 Howard Hughes Parkway, Suite 250, Las Vegas, NV 89109

Xpress Global Systems, Inc. Georgia 1537 New Hope Church Road, Tunnel Hill, GA 30755

Xpress Colorado, Inc. Georgia 1537 New Hope Church Road, Tunnel Hill, GA 30755

Xpress Nebraska, Inc. Nebraska 201 Capital Beach Blvd., Lincoln, NE 68528

Xpress Waiting, Inc. Nevada 1537 New Hope Church Road, Tunnel Hill, GA 30755

Colton Xpress, LLC California 4080 Jenkins Road, Chattanooga, TN 37421

Cargo Movement Corp. Nevada 1537 New Hope Church Rd., Tunnel Hill, GA
30755

*Xpress Holdings, Inc. currently holds 4,966,000 shares of the Common Stock (par value $0.01) of Transplace, Inc., which
represents a 12.415% ownership interest in that company.

Schedule 9.3

Existing Investments

No. of Shares
No. of Shares Issued/
Company Types of Stock Authorized Outstanding Beneficial/Record Ownership
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
U.S. Xpress, Inc. Common Stock 22,000 22,000 U.S. Xpress Enterprises, Inc.
(par value $10.00) 22,000 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
U.S. Xpress Leasing, Inc. Common Stock 500 500 U.S. Xpress Enterprises, Inc.
(par value $1.00) 500 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Xpress Air, Inc. Common Stock 1,000 100 U.S. Xpress Enterprises, Inc.
(no par value) 100 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Xpress Company Store, Inc. Common Stock 1,000 100 U.S. Xpress Enterprises, Inc.
(no par value) 100 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Xpress Holdings, Inc. Common Stock 1,000 100 U.S. Xpress Enterprises, Inc.
(par value $0.01) 100 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Xpress Global Systems, Inc. Common Stock 500 500 U.S. Xpress Enterprises, Inc.
(no par value) 500 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Xpress Colorado, Inc. Common Stock 1,000 100 U.S. Xpress Enterprises, Inc.
(par value $0.01) 100 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Xpress Nebraska, Inc. Common Stock 1,000 100 Xpress Colorado, Inc.
(par value $0.01) 100 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Xpress Waiting, Inc. Common Stock 1,000 100 Xpress Global Systems, Inc.
(par value $0.01) 100 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Transplace, Inc. Common Stock 200,000,000 40,000,000 Xpress Holdings, Inc.
(par value $0.01) 4,966,000 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Preferred Stock 50,000,000 0 N/A
(par value $0.01)
------------------------------------- -------------------- ----------------- ----------------- -------------------------------
Cargo Movement Corp. Common Stock 1,000 100 Xpress Global Systems, Inc.
(par value $0.01) 100 shares
------------------------------------- -------------------- ----------------- ----------------- -------------------------------

In addition to the foregoing investments, (i) U.S. Xpress, Inc. owns a 49% membership interest in
Johnson-Houston Xpress, LLC, (ii) U.S. Xpress Enterprises owns a 30% membership interest in Xtra Benefit
Plans, LLC and a 100% membership interest in Colton Xpress, LLC, and (iii) U.S. Xpress Enterprises made a
capital contribution of unsecured promissory notes owing from U.S. Xpress, Inc., U.S. Xpress Leasing,
Inc., and Xpress Global Systems, Inc. having an aggregate principal amount of not more than $133,450,000
to Xpress Colorado, Inc., which company made a capital contribution of those same unsecured promissory
notes to Xpress Nebraska, Inc.

The Administrative Agent will not be granted a security interest in any ownership interests in Transplace,
Inc., Johnson-Houston Xpress, LLC or Xtra Benefit Plans, LLC.

Annex A to Stock Pledge Agreement

None of the issuers has any authorized, issued or outstanding shares of its capital stock of any
class or any commitments to issue any shares of its capital stock of any class or any securities
convertible into or exchangeable for any shares of its capital stock of any class except as otherwise
stated in this Annex A.

Number of Number of Number of Par or
Record Class of Authorized Issued Outstanding Liquidation
Issuer Owner Shares Shares Shares Shares Value
----------------- -------------- -------------- -------------- -------------- -------------- --------------
U.S. Xpress, U.S. Xpress Common Stock 22,000 22,000 22,000 Par Value
Inc. Enterprises, $10.00
Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
U.S. Xpress U.S. Xpress Common Stock 500 500 500 Par Value
Leasing, Inc. Enterprises, $1.00
Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
Xpress Air, Inc. U.S. Xpress Common Stock 1,000 100 100 No Par Value
Enterprises,
Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
Xpress Company U.S. Xpress Common Stock 1,000 100 100 No Par Value
Store, Inc. Enterprises,
Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
Xpress U.S. Xpress Common Stock 1,000 100 100 Par Value
Holdings, Inc. Enterprises, $0.01
Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
Xpress Global U.S. Xpress Common Stock 500 500 500 No Par Value
Systems, Inc. Enterprises,
Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
Xpress U.S. Xpress Common Stock 1,000 100 100 Par Value
Colorado, Inc. Enterprises, $0.01
Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
Xpress Xpress Common Stock 1,000 100 100 Par Value
Nebraska, Inc. Colorado, $0.01
Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
Xpress Waiting, Xpress Common Stock 1,000 100 100 Par Value
Inc. Global $0.01
Systems, Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------
Cargo Movement Xpress Common Stock 1,000 100 100 Par Value
Corp. Global $0.01
Systems, Inc.
----------------- -------------- -------------- -------------- -------------- -------------- --------------