EXHIBIT 10.10
XXXXX XXXXX LINES
SECOND AMENDMENT TO SECURITY AGREEMENT
THIS AMENDMENT is made and entered into on this the, 29th day of June,
2004, by and between THE XXXXX AND XXXXX LINES, INCORPORATED, a Delaware
corporation, whose address is 00000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000, party
of the first part, hereinafter called "Grantor," and FIRST TENNESSEE BANK
NATIONAL ASSOCIATION, a national banking association, whose address is 000
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, Attention: Commercial Finance
Division, party of the second part, hereinafter called the "Bank."
Recitals of Fact
Grantor as Debtor, has heretofore made, executed and delivered to the
Bank, as Secured Party, that certain Security Agreement ("Security Agreement")
bearing date of the 31st day of December, 2001, as amended by First Amendment to
Security Agreement dated May 11, 2004, 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"), Universal Am-Can, Ltd. ("Universal Am-Can"), Xxxxx Xxxxx
Intermodal, Inc. ("Xxxxx Intermodal"), Economy Transportation, Inc. ("Economy")
and Louisiana Transportation, Inc. ("Louisiana"), has this day made, executed
and delivered to the Bank its Amended and Restated Revolving Credit Note in the
principal sum of Forty Million Dollars ($40,000,000.00); 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 Universal Am-Can 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, Universal Am-Can and
the 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, Grantor, Universal Am-Can, Economy, and Louisiana and payable
to the order of the Bank, and any and all renewals, modifications, and
extensions of said note, in whole or in part;
(b) The due performance and observance by the Grantor, Universal
Truckload, Xxxxx Intermodal, Economy, Louisiana and/or Universal Am-Can,
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 the
Universal Security Agreement, the Xxxxx Intermodal Security Agreement, the
Economy Security Agreement, the Louisiana Security Agreement 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 Grantor, Universal Am-Can, Xxxxx Intermodal,
Economy, Louisiana or Universal Truckload to Bank with respect to any
letters of credit issued at any time by Bank for the benefit of Grantor,
Universal Am-Can, Xxxxx Intermodal, Louisiana Economy, Universal or
Universal Truckload 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 as amended by First Amendment to
Loan Agreement dated May 11, 2004, executed by Grantor, Universal Truckload,
Universal Am-Can, Xxxxx Intermodal and the Bank, as amended by the Second
Amendment to Loan Agreement dated June 29, 2004, executed by Grantor, Universal
Truckload, Universal Am-Can, Xxxxx Intermodal, Economy, Louisiana and the Bank.
3. 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.
THE XXXXX AND XXXXX LINES,
INCORPORATED
By: /s/ Xxx Xxxxxxxxxx
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Title: President
GRANTOR
FIRST TENNESSEE BANK
NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxx
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Title: Loan Officer
BANK
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