EX-10.2



 Exhibit 10.2 

AMENDMENT TO SECURITY AGREEMENT 

This Amendment to Security Agreement (“Amendment”) dated as of June 9, 2015, is made by and among Universal Truckload
Services, Inc. (the “Borrower”), the other entities which are parties to the Security Agreement (as defined below) (collectively, including the Borrower, the “Debtors” and each individually a
“Debtor”) and Comerica Bank (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”). 

RECITALS 
 A. The Borrower
entered into the Revolving Credit and Term Loan Agreement dated as of August 28, 2012, as amended by the Amendment to Revolving Credit and Term Loan Agreement dated as of June 3, 2013, and the Second Amendment to Revolving Credit and Term
Loan Agreement dated as of December 19, 2013 (as further amended, restated or otherwise modified from time to time, the “Credit Agreement”) with Agent and the financial institutions from time to time signatory thereto (each,
individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), under which the Lenders extended (or committed to extend) credit to the Borrower, as set forth therein. 

B. As security for the Indebtedness (as defined in the Credit Agreement), the Debtors granted to Agent security interests in substantially all
of their respective tangible and intangible personal property pursuant to the Security Agreement dated as of August 28, 2012, made by the Debtors in favor of Agent (“Security Agreement”) (all as more completely set forth in the
Security Agreement). 
 C. In connection with the Third Amendment to Revolving Credit and Term Loan Agreement dated as of the date hereof to
be made concurrently herewith between the Borrower, the Lenders, and Agent (the “Third Amendment to Credit Agreement”), the Debtors have requested that certain amendments to the Security Agreement, and Agent (at the direction of the
Lenders as provided in the Third Amendment) is willing to enter into such amendments, but only on the terms and conditions set forth in this Amendment. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Debtors and Agent agree as follows: 
 1. Amendments. 

 

	 	(a)	Section 4.1(a) of the Security Agreement is hereby amended and restated as follows: 


(a) Promissory Notes and Tangible Chattel Paper. If Debtors, now or at any time hereafter, collectively hold or acquire any
promissory notes or tangible Chattel Paper for which the principal amount thereof or the obligations evidenced thereunder are, in the aggregate, in excess of $200,000 (excluding the principal amount of the Excluded Items, as hereinafter defined),
the applicable Debtors shall promptly notify the Agent in writing thereof and forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to
time reasonably specify, and cause all such Chattel Paper to bear a legend reasonably acceptable to the Agent indicating that the Agent has a security interest in such Chattel Paper; provided, however, in the case of (i) any
Intercompany Notes made to evidence intercompany loans made in compliance with Section 8.7(d) of the Credit Agreement, (ii) any promissory notes or Chattel Paper held by any of the Debtors to evidence Credit Party Agent Investments made in
compliance with Section 8.7(k) of the 







 
Credit Agreement or obligations of owner-operators made in compliance with Section 8.7(m) of the Credit Agreement or in connection with acquisitions of transportation equipment from any of
the Debtors, or (iii) loans or advances to employees, officers, and directors of any Credit Party made in compliance with Section 8.7(f) of the Credit Agreement (all the foregoing, “Excluded Items”) no Debtor shall be required to
deliver any Excluded Items to Agent, or to give written notice thereof, as required under this Section unless a Default or an Event of Default has occurred and is continuing and Agent has made written demand therefor. 

 

	 	(b)	Section 4.1(i) of the Security Agreement is hereby amended and restated as follows: 


(i) Vehicles; Aircraft and Vessels. Notwithstanding any other provision of this Agreement, no Debtor shall be required to make any
filings as may be necessary to perfect the Agent’s Lien on its Vehicles (other than tractors and trailers), aircraft and vessels, unless (i) a Default or an Event of Default has occurred and is continuing, whereupon the Agent may require
such filings be made or (ii) such Debtor, either singly, or together with the other Debtors, owns Vehicles (other than tractors and trailers), aircraft and vessels (other than Vehicles provided for use by such Debtor’s executive employees)
which have a fair market value of at least $200,000, in aggregate amount, whereupon the applicable Debtors shall provide prompt notice to the Agent, and the Agent, at its option, may require the applicable Debtors to execute such agreements and make
such filings as may be necessary to perfect the Agent’s Lien for the benefit of the Lenders and ensure the priority thereof on the applicable Vehicles, aircraft and vessels. In addition, with respect to tractors and trailers owned by the
Borrower or any other Debtor, such Debtors shall not be required to make filings as are necessary to perfect the Agent’s liens in such Vehicles until such time as the Agent provides to such Debtors written notice that the Agent requires such
filings to be made (which notice may be given by the Agent at any time in the exercise of its sole discretion). If such notice is given, then the applicable Debtors shall make all such filings as are necessary to perfect the Agent’s Lien on
their tractors and trailers within thirty (30) days (or such longer period as is agreed to by the Agent) after such notice is given. 
  

	 	(c)	Section 4.5 of the Security Agreement is hereby amended and restated as follows: 


Section 4.5 Corporate Changes; Books and Records; Inspection Rights. (a) Each Debtor shall not change its
respective name, identity, corporate structure or jurisdiction of organization, or identification number in any manner that might make any financing statement filed in connection with this Agreement seriously misleading within the meaning of
Section 9506 of the UCC unless such Debtor shall have given the Agent ten (10) Business Days prior written notice with respect to any change in such Debtor’s corporate structure, jurisdiction of organization, name or identity and
shall have taken all action deemed reasonably necessary by the Agent under the circumstances to protect its Liens and the perfection and priority thereof, (b) each Debtor shall keep the Records at the location specified on Schedule 3.2 as the
location of such books and records or as otherwise specified in writing to the Agent and (c) the Debtors shall permit the Agent, the Lenders, and their respective agents and representatives to conduct inspections, discussion and audits of the
Collateral in accordance with the terms of the Credit Agreement. 

  
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 2. Conditions. This Amendment shall become effective (according to the terms hereof) on the date that all
conditions to the effectiveness of the Third Amendment to Credit Agreement have been fully satisfied by the Borrower and, if applicable, the other Debtors. 

3. Authority. Each of the Debtors hereby certifies that it has taken all necessary actions, if any, to authorize this Amendment. 

4. Representations and Warranties. The Debtors hereby represent and warrant that, after giving effect to any amendments and consents contained herein,
execution and delivery of this Amendment and the performance by the Debtors of their obligations under the Security Agreement as amended hereby (herein, as so amended, the “Amended Security Agreement”) are within its powers, have
been duly authorized, are not in contravention of law or the terms of its organizational documents, and do not require the consent or approval of any governmental body, agency or authority, and the Amended Security Agreement will constitute the
valid and binding obligations of the Debtors enforceable in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, ERISA or similar laws
affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law). 

5. No Other Changes. Except as specifically set forth herein, this Amendment shall not be deemed to amend or alter in any respect the terms and
conditions of the Security Agreement or any of the other Loan Documents (as defined in the Credit Agreement). 
 6. Ratification. Each of the Debtors
hereby reaffirms, confirms, ratifies and agrees to be bound by each of its covenants, agreements and obligations under the Amended Security Agreement and each other Loan Document previously executed and delivered by it, or executed and delivered in
accordance with this Amendment. Each reference in the Security Agreement to “this Agreement” or “the Security Agreement” shall be deemed to refer to the Security Agreement as amended by this Amendment and each other amendment
made to the Security Agreement from time to time. 
 7. Defined Terms. Unless otherwise defined to the contrary herein, all capitalized terms used in
this Amendment shall have the meanings set forth in the Security Agreement (including definitions incorporated by reference into the Security Agreement from the Credit Agreement). 

8. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

 9. Other Modification. In executing this Amendment, no Debtor is relying on any promise or commitment of Agent or the Lenders that is not in
writing signed by Agent and the Lenders. 
 10. Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the
State of Michigan, and may be executed in counterpart, in accordance with Section 13.9 of the Credit Agreement. Each of the parties hereto agrees that this Amendment and any other Loan Document signed by it and transmitted by facsimile or email
or any other method of delivery shall be admissible in evidence as the original itself in any judicial or administrative proceeding whether or not the original is in existence. 

[Remainder of Page Intentionally Blank] 

  
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 IN WITNESS WHEREOF, the Borrower, the other Debtors and Agent have each caused this
Amendment to Security Agreement to be executed by their respective duly authorized officers or agents, as applicable, all as of the date first set forth above. 

 


			
	UNIVERSAL TRUCKLOAD SERVICES, INC.
		
	By:		 /s/ Jeffrey A. Rogers

	Name:		 Jeffrey A. Rogers

	Title:		 Chief Executive Officer

	
	CAVALRY LOGISTICS, LLC
		
	By:		 /s/ Robert King

	Name:		 Robert King

	Title:		 Manager/ President

	
	LOUISIANA TRANSPORTATION, INC.
		
	By:		 /s/ Michael Whitaker

	Name:		 Michael Whitaker

	Title:		 President

	
	UNIVERSAL TRUCKLOAD, INC. (f/k/a The Mason And Dixon Lines, Incorporated)
		
	By:		 /s/ Mark Limback

	Name:		 Mark Limback

	Title:		 President

	
	MASON DIXON INTERMODAL, INC.
		
	By:		 /s/ Timothy Phillips

	Name:		 Timothy Phillips

	Title:		 President

	
	UNIVERSAL LOGISTICS SOLUTIONS INTERNATIONAL, INC.
		
	By:		 /s/ Michael S. Bautch

	Name:		 Michael S. Bautch

	Title:		 President

	
	UTS REALTY, LLC
		
	By:		 /s/ David A. Crittenden

	Name:		 David A. Crittenden

	Title:		 Manager



 




			
	LOGISTICS INSIGHT CORP.
		
	By:		 /s/ Michael S. Bautch

	Name:		 Michael S. Bautch

	Title:		 President

	
	LINC ONTARIO, LTD.
		
	By:		 /s/ Eric P. Davies

	Name:		 Eric P. Davies

	Title:		 President

	
	UNIVERSAL DEDICATED, INC. (f/k/a CTX, Inc.)
		
	By:		 /s/ Michael J. Silverwood

	Name:		 Michael J. Silverwood

	Title:		 President

	
	LGSI EQUIPMENT OF INDIANA, LLC
		
	By:		 /s/ William Gale

	Name:		 William Gale

	Title:		 President

	
	WESTPORT USA HOLDING, LLC
		
	By:		 /s/ Alexander Van Leyen

	Name:		 Alexander Van Leyen

	Title:		 President

	
	WESTPORT AXLE CORP.
		
	By:		 /s/ Alexander Van Leyen

	Name:		 Alexander Van Leyen

	Title:		 President

	
	UT RENT A CAR, INC.
		
	By:		 /s/ David A. Crittenden

	Name:		 David A. Crittenden

	Title:		 President


 
 


  
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 Continuation signature page to Amendment to Security Agreement 

 

			
	UTSI FINANCE, INC.
		
	By:		 /s/ Jeffrey A. Rogers

	Name:		 Jeffrey A. Rogers

	Title:		 President

	
	LINC LOGISTICS LLC (f/k/a Upton Merger Sub II, LLC)
		
	By:		 /s/ Jeffrey A. Rogers

	Name:		 Jeffrey A. Rogers

	Title:		 President

	
	UNIVERSAL SPECIALIZED, INC.
		
	By:		 /s/ Mark Limback

	Name:		 Mark Limback

	Title:		 President



  
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 Continuation signature page to Amendment to Security Agreement 

 

			
	COMERICA BANK, as Agent
		
	By:		 /s/ Kelly C. McConnell

	Name:		Kelly C. McConnell
	Title:		Vice President



  
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