EXHIBIT 10.20
FIFTH AMENDMENT TO LOAN AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AGREEMENT ("Amendment") is made as of the
31st day of August, 2005, by and among UNIVERSAL TRUCKLOAD SERVICES, INC., a
corporation organized and existing under the laws of Michigan with its principal
place of business at 11355 Stephens Road, Warren, Michigan 48089 (the
"Borrower"), UNIVERSAL AM-CAN, LTD., a corporation organized and existing under
the laws of Delaware with its principal place of business at 11355 Stephens
Road, Warren, Michigan 48089 ("Universal"), THE MASON AND DIXON LINES,
INCORPORATED, a corporation organized and existing under the laws of Delaware
with its principal place of business at 11355 Stephens Road, Warren, Michigan
48089 ("Mason Dixon"), MASON DIXON INTERMODAL, INC., a corporation organized and
existing under the laws of Michigan with its principal place of business at
11355 Stephens Road, Warren, Michigan 48089 ("Mason Intermodal"), ECONOMY
TRANSPORT, INC., a corporation organized and existing under the laws of Michigan
with its principal place of business at 11355 Stephens Road, Warren, Michigan
48089 ("Economy"), LOUISIANA TRANSPORTATION, INC., a corporation organized and
existing under the laws of Michigan with its principal place of business at
11355 Stephens Road, Warren, Michigan 48089 ("Louisiana"), GREAT AMERICAN LINES,
INC., a corporation organized and existing under the laws of Pennsylvania with
its principal place of business at 11355 Stephens Road, Warren, Michigan 48089
("Great American Lines"), GREAT AMERICAN LOGISTICS, INC., a corporation
organized and existing under the laws of Florida with its principal place of
business at 11355 Stephens Road, Warren, Michigan 48089 ("Great American
Logistics"), (Universal, Mason Dixon, Mason Intermodal, Economy, Louisiana,
Great American Lines and Great American Logistics, each a "Prior Co-Borrower"
sometimes herein collectively referred to as "Prior Co-Borrowers," and Universal
and Mason-Dixon each a "Co-Borrower" and sometimes collectively referred to as
"Co-Borrowers"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national
banking association organized and existing under the statutes of the United
States of America, with its principal place of business at 165 Madison Avenue,
Memphis, Tennessee 38103 ("Bank").
Recitals of Fact
Pursuant to the terms and provisions of that certain Loan Agreement ("Loan
Agreement"), bearing date of the 31st day of December, 2001, among Borrower,
Mason Dixon, Universal and the Bank, as amended by First Amendment to Loan
Agreement dated May 11, 2004, among Borrower, Mason Dixon, Universal and Mason
Intermodal, as amended by Second Amendment to Loan Agreement dated June 29,
2004, among Borrower, Mason Dixon, Universal, Mason Intermodal, Economy and
Louisiana, as amended by Third Amendment to Loan Agreement dated August 12, 2004
among Borrower and Prior Co-Borrowers, and as amended by Fourth Amendment to
Loan Agreement dated December 27, 2004, among Borrower and Prior Co-Borrowers.
Borrower and Prior Co-Borrowers have now requested that Mason Intermodal,
Economy, Louisiana, Great American Lines, and Great American Logistics no longer
be borrowers under the Loan Agreement, and that the Committed Amount be reduced
from Forty Million Dollars ($40,000,000.00) to Twenty Million Dollars
($20,000,000.00); and, as a result thereof, it is necessary to amend the Loan
Agreement.
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. Section One of the Loan Agreement is hereby amended by amending the
definitions of "Loan Agreement", "Note," and "Security Agreement" as follows:
"Loan Agreement" means this Loan Agreement between the Borrower,
Universal, Mason Dixon and the Bank dated December 31, 2001, as amended by
the First Amendment to Loan Agreement dated May 11, 2004, between
Borrower, Universal, Mason Intermodal, Mason Dixon and the Bank, as
amended by Second Amendment to Loan Agreement dated June 29, 2004, among
Borrower, Universal, Mason Dixon, Mason Intermodal, Economy, Louisiana and
Bank, as amended by Third Amendment to Loan Agreement dated August 12,
2004, among Borrower, Universal, Mason Intermodal, Mason Dixon, Economy,
Louisiana, Great American Lines and Great American Logistics, as amended
by Fourth Amendment to Loan Agreement dated December 27, 2004, among
Borrower, Universal, Mason Intermodal, Mason Dixon, Economy, Louisiana,
Great American Lines and Great American Logistics, as amended by Fifth
Amendment to Loan Agreement dated August 31, 2005, among Borrower,
Co-Borrowers, and Bank.
"Note" means the promissory note of the Borrower, Mason Dixon and
Universal dated December 31, 2001, in the principal amount of Twenty
Million Dollars ($20,000,000.00), payable to the order of the Bank, as
amended by Amended and Restated Promissory Note of Borrower, Mason Dixon,
Mason Intermodal and Universal dated May 11, 2004, in the principal amount
of Twenty Million Dollars ($20,000,000.00), as amended by the Second
Amended and Restated Promissory Note of Borrower, Mason Dixon, Universal,
Mason Intermodal, Economy and Louisiana dated June 29, 2004, in the
principal amount of Forty Million Dollars ($40,000,000.00), as amended by
Third Amended and Restated Promissory Note of Borrower, Mason Dixon, Mason
Intermodal, Universal, Economy, Louisiana, Great American Lines and Great
American Logistics, dated August 12, 2004, in the principal sum of Forty
Million Dollars ($40,000,000.00), and as amended by Fourth Amended and
Restated Promissory Note of Borrower and Universal and Mason Dixon, dated
August 31, 2005, in the principal sum of Twenty Million Dollars
($20,000.000.00), which evidences the Loan, as such note may be modified,
renewed or extended from time to time; and any other note or notes
executed at any time to evidence the Loan in whole or in part.
"Security Agreement" shall mean the Universal Security Agreement and
the Mason Dixon Security Agreement.
2. (a) Sections 2.1 and 2.3 of the Loan Agreement are amended to read as
follows:
2.1 The Commitment. Subject to the terms and conditions herein set
out, the Bank agrees and commits, from time to time, from the Closing Date
until the Termination Date, to make loan advances to the Borrower, and/or
any Co-Borrower, and to issue letters of credit, all in an aggregate
principal amount not to exceed, at any one time outstanding, the lesser of
(a) Twenty Million Dollars ($20,000,000.00); or (b) the Borrower's
Borrowing Base, as defined in Section One.
2.3 The Note and Interest. (a) All advances with respect to the Loan
shall be evidenced by a promissory note of the Borrower and Co-Borrowers,
payable to the order of the Bank in the principal amount of Twenty Million
Dollars ($20,000,000.00), in form substantially the same as the copy of
the Note attached hereto as EXHIBIT "B." The entire principal amount of
the Loan shall be due and payable on the Termination Date. The unpaid
principal balances of the Loan shall bear interest from the Closing Date
on disbursed and unpaid principal balances (calculated on the basis of a
year of 360 days) at a rate per annum as specified in the Note. Said
interest shall be payable monthly on the first (1st) day of each month
after the Closing Date, with the final installment of interest being due
and payable on the Termination Date, or on such earlier date as the Loan
shall become due and payable.
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(b) In the event that the Bank should at any time agree to increase the
Committed Amount, the Borrower and Co-Borrowers will either execute a new note
for the amount of such increase, or a new note fore the aggregate increased
Committed Amount; and in either event, the term "Note," as used herein, shall be
deemed to mean and include such new note, as the circumstances shall require.
3. Section 6.8 of the Loan Agreement is hereby amended to read as follows:
6.8 Financial Covenants. Maintain the following financial status as
of the end of each fiscal quarter of the Borrower as hereinafter set
forth, on a consolidated basis with all subsidiaries, and each defined
term used in this Section 6.8, or incorporated or used in the calculations
herein required of any defined term, shall be determined on a consolidated
basis of Borrower, and all subsidiaries:
(i) As of the fiscal quarter ending March 31, 2005 and as of
the end of each fiscal quarter thereafter, a Tangible Net Worth of
not less than Twenty Million Dollars ($20,000,000.00).
(ii) As of the fiscal quarter ending March 31, 2005 and as of
the end of each fiscal quarter thereafter, a ratio of total
liabilities to Tangible Net Worth of no more than 2.0 to 1.0.
4. A Section 8.4 is hereby added to read as follows
8.4 Financial Covenants. Borrower will maintain the financial status
described in Section 6.8, and each Co-Borrower will maintain the following
financial status:
(i) Universal will maintain at all times a Tangible Net Worth
no less than Three Million Five Hundred Thousand Dollars
($3,500,000.00).
(ii) Mason Dixon will maintain at all times a Tangible Net
Worth no less than Twelve Million Five Hundred Thousand Dollars
($12,500,000.00).
5. The Loan Agreement is further modified and amended by the deletion of
the prior EXHIBIT "B" and the addition of a new EXHIBIT "B," in form and
substance substantially the same as EXHIBIT "B" attached to this Amendment.
6. All references to "Co-Borrowers" or any "Co-Borrower" shall mean
Universal or Mason Dixon.
7. All references to the "Mason Intermodal Security Agreement," the
"Economy Security Agreement," the "Louisiana Security Agreement," the "Great
American Lines Security Agreement," and the "Great American Logistics Security
Agreement" are deleted in their entirety.
8. All terms and provisions of the Loan Agreement which are inconsistent
with the provisions of this Amendment are hereby modified and amended to conform
hereto; and, as so modified and amended, the Loan Agreement is hereby ratified,
approved and confirmed. Except as otherwise may be expressly provided herein,
this Amendment shall become effective as of the date set forth in the initial
paragraph hereof.
9. All references in all Loan Documents to the Loan Agreement shall,
except as the context may otherwise require, be deemed to constitute references
to the Loan Agreement as amended hereby.
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IN WITNESS WHEREOF, the Borrower, Co-Borrowers and the Bank have caused
this Agreement to be executed by their respective officers, duly authorized so
to do, all as of the day and year first above written.
CO-BORROWERS
UNIVERSAL AM-CAN, LTD., LOUISIANA TRANSPORTATION, INC.,
a Delaware corporation a Michigan corporation
By: /s/ D. B. Cochran By: /s/ Michael L. Whitaker
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Title: President Title: President
THE MASON AND DIXON LINES, INCORPORATED, GREAT AMERICAN LINES, INC.,
a Delaware corporation a Pennsylvania corporation
By: /s/ Leo Blumenauer By: /s/ William Knoebel Jr.
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Title: President Title: President
MASON DIXON INTERMODAL, INC., GREAT AMERICAN LOGISTICS,
a Michigan corporation a Florida corporation
By: /s/ J. H. Rubino By: /s/ William Knoebel Jr.
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Title: President Title: President
ECONOMY TRANSPORT, INC.,
a Michigan corporation
By: /s/ J. E. McManus
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Title: President
BORROWER BANK
UNIVERSAL TRUCKLOAD SERVICES, INC., FIRST TENNESSEE BANK NATIONAL
a Michigan corporation ASSOCIATION
By: /s/ D. B. Cochran By: /s/ Gavin Turner
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Title: President and CEO Title: Loan Officer
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