FIFTH AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT LOAN AGREEMENT THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT LOAN AGREEMENT (this “Amendment”) is entered into October 27, 2006, by and between, U.S. XPRESS ENTERPRISES, INC., a...

FIFTH AMENDMENT TO REVOLVING CREDIT AND

LETTER OF CREDIT LOAN AGREEMENT

THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT LOAN AGREEMENT (this “Amendment”) is entered into October 27, 2006, 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: (i) amend the Lease Adjusted Leverage Ratio in Section 6.1 of the Credit Agreement; (ii) increase the amount of Investments allowable under Section 7.4(m); and (iii) increase the amount of allowable Restricted Payments 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 6.1. Section 6.1 of the Credit Agreement concerning “Lease Adjusted Leverage Ratio” is deleted and the following is substituted in lieu thereof:

Section 6.1 Lease Adjusted Leverage Ratio. The Borrower will have a Lease Adjusted Leverage Ratio, calculated on a trailing four quarter basis, of not greater than the following during the measurement periods set forth below:

Measurement Period	Ratio
Fiscal Quarter Ending December 31, 2006 through the Fiscal Quarter Ending March 31, 2007	3.50 to 1.00
Fiscal Quarter Ending June 30, 2007	3.25 to 1.00
Fiscal Quarter Ending September 30, 2007 and each Fiscal Quarter thereafter	3.00 to 1.00

2. Amendment to Section 7.4. Section 7.4 of the Credit Agreement concerning “Investments, Loans, Etc.” is amended by deleting subsection (m) thereof, and the following is substituted in lieu thereof:

(m) Other Investments which in the aggregate do not exceed $20,000,000 during the term hereof.

3. Amendment to Section 7.5. Section 7.5 of the Credit Agreement concerning “Restricted Payments” is deleted and the following is substituted in lieu thereof:

7.5 Restricted Payments. The Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or Indebtedness subordinated to the Obligations of the Borrower or any options, warrants, or other rights to purchase such common stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Borrower solely in shares of any class of its common stock; (ii) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary Loan Party; and (iii) from the Closing Date, the Borrower may make stock redemptions not to exceed $30,000,000 in the aggregate during the term hereof. Notwithstanding any provision herein to the contrary, no payments under subsection (i) or (iii) may be made if a Default or Event of Default has occurred and is continuing at the time such dividend is paid or redemption is made.

4. 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;

(c) No Default shall exist; and

(d) The Borrower shall pay, concurrently with the execution hereof, the amendment fee to the Lenders consenting to this Amendment. Such fee shall be paid to the Administrative Agent for payment to such consenting Lenders on a pro rata basis.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

ENTERED INTO as of the date first above written.

BORROWER:

U.S. XPRESS ENTERPRISES, INC.

By: /s/ Xxx X. Xxxxxx

Title: Assistant Secretary

LENDERS:

SUNTRUST BANK

as Administrative Agent, as an Issuing Bank,

as Swingline Lender and as a Lender

By: /s/Xxxxxxx X. Xxxxxxxx

Title: Director

[additional signature lines continued on following pages]

BANK OF AMERICA, N.A., as Issuing Bank for Existing Letters of Credit and as a Lender

By: /s/Xxxx X. Xxxx

Title: Vice President

LASALLE BANK NATIONAL ASSOCIATION

By: /s/Xxxx X. Xxxxxx

Title: Senior Vice President

BRANCH BANKING AND TRUST COMPANY

By: /s/R. Xxxxxx Xxxx

Title: Senior Vice President

NATIONAL CITY BANK

By: /s/Xxxx X. Xxxxxxxx

Title: Senior Vice President

REGIONS FINANCIAL CORPORATION

By: /s/Xxxxxx X. Xxxxxxx

Title: Vice President

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.

Xxxxxx Transportation Services, Inc.

By: /s/Xxx X. Xxxxxx

Name: Xxx X. Xxxxxx

Authorized Officer of above Guarantors

GUARANTOR:

Xpress Nebraska, Inc.

By: /s/Xx Xxxxxx

Name: Xx Xxxxxx, Secretary

GUARANTOR:

Xpress Holdings, Inc.

By: /s/Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx, Secretary