8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2007

(Exact name of Registrant as specified in its charter)

Nevada	0-24806	62-1378182
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4080 Jenkins Road Chattanooga, TN	37421
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (423) 510-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry into a Material Definitive Agreement.
	On February 13, 2007, U.S. Xpress Enterprises, Inc. (the "Company") entered into a Sixth Amendment to Revolving Credit and Letter of Credit Loan Agreement, dated February 13, 2007 (the "Credit Facility Amendment"), with SunTrust Bank, Bank of America, N.A., LaSalle Bank National Association, Branch Banking and Trust Company, National City Bank, and Regions Financial Corporation, as lenders (the "Lenders"), amending the Company's revolving credit facility. Pursuant to the Credit Facility Amendment, the Lenders corrected an omission made when the Company entered into that certain Third Amendment to Revolving Credit and Letter of Credit Loan Agreement, dated February 28, 2006. The correction makes it clear that the minimum consolidated tangible net worth that the Company is required to maintain shall be reduced by the amount of any allowable stock redemptions. This description of the Credit Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility Amendment.
Item 9.01	Financial Statements and Exhibits.
	(d)Exhibits.
		EXHIBIT NUMBER	EXHIBIT DESCRIPTION
		10.1	Sixth Amendment to Revolving Credit and Letter of Credit Loan Agreement, dated February 13, 2007, by and between the Company, SunTrust Bank, Bank of America, N.A., LaSalle Bank National Association, Branch Banking and Trust Company, National City Bank, and Regions Financial Corporation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		U.S. XPRESS ENTERPRISES, INC.
Date:    February 14, 2007	BY:	/s/ Ray M. Harlin
		Ray M. Harlin Chief Financial Officer

EX-10.1

Exhibit 10.1

SIXTH AMENDMENT TO REVOLVING CREDIT AND

LETTER OF CREDIT LOAN AGREEMENT

THIS SIXTH AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT LOAN AGREEMENT (this “Amendment”) is entered into February 13, 2007, by and between, U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the “Borrower”), and SUNTRUST BANK, BANK OF AMERICA, N.A., LASALLE BANK NATIONAL ASSOCIATION, BRANCH BANKING AND TRUST COMPANY, NATIONAL CITY BANK, REGIONS FINANCIAL CORPORATION (collectively the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

RECITALS:

A.The Borrower, Administrative Agent and the Lenders previously entered into that certain Revolving Credit and Letter of Credit Loan Agreement dated October 14, 2004 (as previously amended and as it may be amended from time to time, the “Credit Agreement”).

B.The Borrower, Administrative Agent and the Lenders desire to further amend the Credit Agreement to clarify that the calculation of Consolidated Net Worth under Section 6.4 of the Credit Agreement shall be reduced by certain stock redemptions allowable under Section 7.5 of the Credit Agreement.

C.Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Borrower, Administrative Agent and the Lenders executing this Amendment agree as follows:

1.Amendment to Section 6.4. Section 6.4 of the Credit Agreement concerning “Consolidated Tangible Net Worth” is amended by adding the following provision at the end thereof:

Notwithstanding any provision of this Section to the contrary, the required Consolidated Tangible Net Worth shall be reduced by the allowable stock redemptions made under Section 7.5 since February 27, 2006.

2.Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(a)The Lenders shall have received this Amendment duly executed by the Borrower and the Guarantors;

(b)The representations and warranties in the Loan Documents, as amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date; and

(c)No Default shall exist.

3.Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of this Amendment.

4.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

5.Severability; Headings. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The section and subsection headings used in this Amendment are for convenience of reference only and are not to affect the construction hereof or to be taken into consideration in the interpretation hereof.

6.Continuing Effect Upon Other Documents. This Amendment shall not constitute an amendment or waiver of any other provision of the Credit Agreement not expressly referred to herein and, except to the extent that the Credit Agreement has been amended hereby, shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended, modified or supplemented hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

7.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

2

ENTERED INTO as of the date first above written.

	BORROWER:
	U.S. XPRESS ENTERPRISES, INC.
By:	/s/ Ray M. Harlin
Title:	Assistant Secretary

	LENDERS:
	SUNTRUST BANK
	as Administrative Agent, as an Issuing Bank,
	as Swingline Lender and as a Lender
By:	/s/ William H. Crawford
Title:	Director

[additional signature lines continued on following pages]

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	BANK OF AMERICA, N.A., as Issuing Bank
	for Existing Letters of Credit and as a Lender
By:	/s/ Alan R. Buck
Title:	Vice President

4

	LASALLE BANK NATIONAL ASSOCIATION
By:	/s/ Nick T. Weaver
Title:	Senior Vice President

5

	BRANCH BANKING AND TRUST COMPANY
By:	/s/ R. Andrew Beam
Title:	Senior Vice President

6

	NATIONAL CITY BANK
By:	/s/ John H. Ankerman
Title:	Senior Vice President

7

	REGIONS FINANCIAL CORPORATION
By:	/s/ Elaine B. Passman
Title:	Vice President

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Guarantor Consent

Each of the undersigned Guarantors: (i) consent and agree to this Amendment and (ii) agree that the Loan Documents to which it is a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Guarantor enforceable against it in accordance with their respective terms.

GUARANTORS:

U.S. Xpress, Inc.

U.S. Xpress Leasing, Inc.

Xpress Air, Inc.

Xpress Company Store, Inc.

Xpress Global Systems, Inc.

Xpress Colorado, Inc.

Cargo Movement Corp.

Xpress Waiting, Inc.

Colton Xpress, LLC

Associated Developments, LLC

Total Transportation Holdings, Inc.

Total Logistics, Inc.

Transportation Investments, Inc.

Total Transportation of Mississippi LLC,

Transportation Assets Leasing, Inc.

TAL Real Estate, LLC

TAL Power Equipment #1, LLC

TAL Van #1, LLC

TAL Furniture and Equipment, LLC

TAL Marine, Inc.

TAL Aviation, LLC

TAL Power Equipment #2, LLC

ATS Acquisition Holding Co.

Arnold Transportation Services, Inc.

By:	/s/ Ray M. Harlin
Name:	Ray M. Harlin
	Authorized Officer of above Guarantors

	GUARANTOR:
	Xpress Nebraska, Inc.
By:	/s/Al Hingst
Name:	Al Hingst, Secretary

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	GUARANTOR:
	Xpress Holdings, Inc.
By:	/s/Jane Killmeyer
Name:	Jane Killmeyer, Secretary