EXHIBIT 10.21
FOURTH AMENDMENT TO SECURITY AGREEMENT
THIS AMENDMENT is made and entered into on this the 31st day of August,
2005, by and between UNIVERSAL AM-CAN, LTD., a Delaware corporation, whose
address is 00000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 ("Grantor"), and FIRST
TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association, whose
address is 000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, Attention: Commercial
Finance Division ("Bank").
Recitals of Fact
Grantor as Debtor, has heretofore made, executed and delivered to the
Bank, as Secured Party, that certain Security Agreement bearing date of the 31st
day of December, 2001, as amended by the First Amendment to Security Agreement
dated May 11, 2004, and by the Second Amendment to Security Agreement dated June
29, 2004, and by the Third Amendment to Security Agreement dated August 12,
2004, and by the Fourth Amendment to Security Agreement dated August 31, 2005
(as amended, the "Security Agreement") for the purpose of securing the payment
of certain Obligations, as mentioned and defined in the Security Agreement.
Grantor, together with Universal Truckload Services, Inc. ("Universal
Truckload") and The Xxxxx and Xxxxx Lines Incorporated ("Xxxxx Xxxxx") has this
day made, executed and delivered to the Bank its Fifth Amended and Restated
Revolving Credit Note in the principal sum of Twenty Million Dollars
($20,000,000.00); and as a result thereof, the parties desire to modify and
amend the Security Agreement as hereinafter provided.
NOW, THEREFORE, for and in consideration of the premises, as set forth in
the Recitals of Fact, and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, it is agreed by the parties as
follows:
Agreements
1. Paragraphs 3(a), 3(b) and 3(c) of the Security Agreement are hereby
modified and amended to read as follows:
(a) the full and prompt payment, when due, of the indebtedness (and
interest thereon) evidenced and to be evidenced by that certain promissory
note, bearing date of the 31st day of December, 2001, in the principal sum
of Twenty Million Dollars ($20,000,000.00), executed by Universal
Truckload, Grantor and Xxxxx Xxxxx and payable to the order of Bank, as
amended by that Amended and Restated Promissory Note dated May 11, 2004,
in the principal sum of Twenty Million Dollars ($20,000,000.00), executed
by Universal Truckload, Xxxxx Intermodal, Xxxxx Xxxxx and Grantor as
amended and restated by that Second Amended and Restated Promissory Note
dated June 29, 2004, in the principal sum of Forty Million Dollars
($40,000,000.00), executed by Universal Truckload, Xxxxx Intermodal,
Economy, Xxxxx Xxxxx, Grantor, and Louisiana and payable to the order of
the Bank, and by that Third Amended and Restated Promissory Note dated
August 12, 2004, in the principal sum of Forty Million Dollars
($40,000,000.00), executed by Universal Truckload, Economy, Xxxxx
Intermodal, Grantor, Xxxxx Xxxxx, Louisiana, Great American Lines and
Great American Logistics, and by that Fourth Amended and Restated
Promissory Note dated August 31, 2005, in the principal sum of Twenty
Million Dollars ($20,000,000.00), executed by Universal Truckload,
Grantor, and Xxxxx Xxxxx, and any and all renewals, modifications, and
extensions of said note, in whole or in part, including, but not limited
to, any amendments and restatements to the note by and between the Bank
and the existing Co-Borrowers and any additional parties who may become a
Co-Borrower;
(b) the due performance and observance by the Universal Truckload
and/or any Co-Borrower, as applicable, of all of its covenants,
agreements, representations, liabilities, obligations, and undertakings as
set forth herein, or in the Loan Agreement (as the same may be modified,
renewed or extended from time to time), or in any of the Security
Agreements, or in any other instrument or document which now or at any
time hereafter evidences or secures, in whole or in part, all or any part
of the Obligations hereby secured; and
(c) the prompt payment and performance of any and all other present
and future obligations of Universal Truckload and/or any Co-Borrower to
Bank with respect to any letters of credit issued at any time by Bank for
the benefit of Universal Truckload and/or any Co-Borrower under the Loan
Agreement.
2. All references in the Security Agreement to the Loan Agreement shall be
deemed to be references to the Loan Agreement between Universal Truckload, Xxxxx
Xxxxx, and Grantor and the Bank dated December 31, 2001, as amended by First
Amendment to Loan Agreement dated May 11, 2004, executed by Universal Truckload,
Xxxxx Xxxxx, Grantor, Xxxxx Intermodal and the Bank, as amended by the Second
Amendment to Loan Agreement dated June 29, 2004, executed by Grantor, Universal
Truckload, Xxxxx Xxxxx, Xxxxx Intermodal, Economy, Louisiana and the Bank, as
amended by the Third Amendment to Loan Agreement dated August 12, 2004, executed
by Grantor, Universal Truckload, Xxxxx Xxxxx, Xxxxx Intermodal, Economy,
Louisiana, Great American Lines and Great American Logistics, as amended by the
Fourth Amendment to Loan Agreement dated December 27, 2004, executed by Grantor,
Universal Truckload, Xxxxx Xxxxx, Xxxxx Intermodal, Economy, Louisiana, Great
American Lines and Great American Logistics, and as amended by Fifth Amendment
to Loan Agreement dated August 31, 2005, executed by Grantor, Universal
Truckload, Xxxxx Xxxxx, Xxxxx Intermodal, Economy, Louisiana, Great American
Lines and Great American Logistics, as same may be further modified or amended
from time to time (as same has been or may hereafter be amended, the "Loan
Agreement").
3. Any reference to "Co-Borrower" hereunder shall mean any and all
entities who now or hereafter may be named as a Co-Borrower under the Loan
Agreement, as same may be amended from time to time. Any reference to "Security
Agreements" hereunder shall mean "Security Agreements" as defined in the Loan
Agreement, as same may be amended from time to time. All capitalized terms not
defined in the Security Agreement as amended shall have the definitions set
forth in the Loan Agreement.
4. All terms and provisions of the Security Agreement, which are
inconsistent with the terms and provisions of this Amendment are hereby modified
and amended to conform herewith; and, as modified and amended hereby, the
Security Agreement is hereby ratified, approved and confirmed by the parties
hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in Memphis, Tennessee, by their respective officers, duly authorized so
to do, on this the day and year first above written.
UNIVERSAL AM-CAN, LTD.
By: /s/ Xxxxxx Xxxxxx
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Title: Vice President
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GRANTOR
FIRST TENNESSEE BANK
NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxx
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Title: Loan Officer
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BANK
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