Amendment #1 to Revolving Credit Agreement


  EXHIBIT 10.55
 AMENDMENT NO. 1 TO
REVOLVING CREDIT AGREEMENT
          This AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (this “Amendment”) dated as of August 29, 2002, is by and among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation, US XPRESS, INC., a Nevada corporation, CSI/CROWN, INC., a Georgia corporation, and US XPRESS LEASING, INC., a Tennessee corporation
(each a “Borrower” and collectively, the “Borrowers”), and FLEET CAPITAL CORPORATION, a Rhode Island corporation and the other lending
institutions listed on Schedule 1 to the Credit Agreement (collectively, the “Lenders”), and
FLEET CAPITAL CORPORATION, as administrative agent for itself and such other lending institutions (in such capacity, the “Administrative Agent”), with FLEET SECURITIES, INC., as arranger, and LASALLE BANK NATIONAL ASSOCIATION, as syndication agent.
          WHEREAS,
the Borrowers, the Lenders and the Administrative Agent are parties to a Revolving Credit Agreement, dated as of March 29, 2002 (as amended and in effect from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed, upon certain terms and conditions, to make loans and otherwise extend credit to the Borrowers;
          WHEREAS, the Borrowers, Lenders and the Administrative Agent have agreed, on the terms and conditions set forth herein, to amend certain
provisions of the Credit Agreement; and
          WHEREAS, capitalized terms which are used herein without definition and which are defined
in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.
          NOW, THEREFORE, in consideration of the
foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent hereby agree as follows:
          §1.     Amendment to Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Obligations” in its entirety and substituting the new definition in lieu thereof:

	 	          “Obligations. All indebtedness, obligations and liabilities of any of the Borrowers and their Subsidiaries to any
of the Lenders and the Administrative Agent, individually or collectively, existing on the date of this Credit Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Credit Agreement or any of the other Loan Documents or any Interest Rate Agreement or in respect of any of the Revolving Credit
Loans made or Reimbursement	


  





  
 
	 	Obligations incurred or any of the Revolving Credit Notes, Letter of Credit Application, Letter of Credit or other instruments at any time evidencing any thereof and all obligations (including expenses, fees and
indemnities) of the Borrowers and their Subsidiaries owing to the Administrative Agent, any Lender or any affiliate thereof in respect of all cash management arrangements provided to the Borrowers and their Subsidiaries, including, without
limitation, lock boxes, lock box accounts, agency account arrangements, automated clearing house transfers and wire transfer transactions of the Borrowers or any Subsidiary.”	


          §2.      Amendment to Section 13.4 of the Credit Agreement. Section 13.4 of the Credit Agreement is hereby amended by deleting Sections 13.4(b) and (c) in their entirety and substituting the following new Sections 13.4(b) and (c) in
proper alphabetical order in lieu thereof:

	 	         “(b)      Second, to all other Obligations (except Obligations owing to any Lender in
respect of Interest Rate Agreements or cash management arrangements with the Borrowers or any Subsidiary or in connection with the provisional honoring of funds transfers, checks or other automated clearing house or wire transfer transactions) in
such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) paripassu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the
Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata, and (ii) the Administrative Agent may in its discretion make
proper allowance to take into account any Obligations not then due and payable;	



	 	         (c)      Third, to any Obligations owing to any Lender in respect of Interest Rate Agreements
and cash management arrangements with the Borrowers or any Subsidiary and in connection with the provisional honoring of funds transfers, checks or other automated clearing house or wire transfer transactions in such order or preference as the
Required Lenders may determine; provided, however, that (i) with respect to each such Obligation owing to the Lenders, among the Lenders
pro rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any such Obligations not then due and
payable;”	


          §3.      Amendment to Section 16.2 of the Credit Agreement. Section 16.2 of the Credit Agreement is hereby amended by deleting the comma at the end of clause (e) thereof and inserting the following new text in lieu thereof:

	 	         “or otherwise incurred by any Lender, the Administrative Agent, the Issuing Bank or any of their affiliates under any cash management arrangements with the
Borrowers or any Subsidiary or in connection with the provisional honoring of funds transfers, checks or other automated clearing house or wire transfer transactions,”	


          §4.      Representations and Warranties. Each of the Borrowers hereby represents and warrants to the
Administrative Agent as follows:
  





  
 
	 	         4.1     Representation and Warranties in the Credit Agreement. The representations and warranties of each Borrower contained in
the Credit Agreement were true and correct in all material respects as of the date when made and continue to be true and correct in all material respects on the date hereof.	



	 	         4.2     Ratification, Etc. Except as expressly amended hereby, the Credit Agreement is hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement shall,
together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement or any related agreement or instrument shall hereafter refer to the Credit Agreement as amended hereby.	



	 	         4.3     Authority, Etc. The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of all of its respective agreements and obligations under the Credit Agreement, as
amended hereby, are within such Borrower’s corporate authority and have been duly authorized by all necessary corporate action on the part of such Borrower.	



	 	         4.4     Enforceability. This Amendment and the Credit
Agreement, as amended hereby, constitute the legal, valid and binding obligations of each Borrower and are enforceable against each Borrower in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the enforcement of, creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding therefor may be brought.	


          §5.      No Other Amendments. Except as expressly provided in this Amendment, all of the terms
and conditions of the Credit Agreement remain in full force and effect. 
          §6.      Execution in Counterparts. This Amendment may be
executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party
hereto by and against which enforcement hereof is sought.
          §7.      Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions
hereof.
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           IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the
date first set forth above.

		 	U.S. XPRESS ENTERPRISES, INC.
	
	 	By: 	
/s/ RAY M. HARLIN
				

	 	 	 	Name: Ray M. Harlin
	 	 	 	Title:    Executive Vice President of Finance,
              Chief Financial Officer and
             Assistant
Secretary



		 	U.S. XPRESS, INC.
	
	 	By: 	
/s/ RAY M. HARLIN
				

	 	 	 	Name: Ray M. Harlin
	 	 	 	Title:   Assistant Secretary



		 	CSI/CROWN, INC.
	
	 	By: 	
/s/ RAY M. HARLIN
				

	 	 	 	Name: Ray M. Harlin
	 	 	 	Title:   Assistant Secretary



		 	U.S. XPRESS LEASING, INC.
	
	 	By: 	
/s/ RAY M. HARLIN
				

	 	 	 	Name: Ray M. Harlin
	 	 	 	Title:   Assistant Secretary








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		 	FLEET CAPITAL CORPORATION,
individually and as Administrative Agent
	
	 	By: 	
   /s/ Christopher Godfrey
				

	 	 	 	Name: Christopher Godfrey
	 	 	 	Title: Senior Vice President



		 	FLEET NATIONAL BANK,
as Issuing Bank
	
	 	By: 	
  /s/ Christopher Godfrey
				

	 	 	 	Name: Christopher Godfrey
	 	 	 	Title: Senior Vice President



		 	THE CIT GROUP/BUSINESS CREDIT, INC.
	
	 	By: 	
  /s/ Arthur R. Cordwell, Jr.
				

	 	 	 	Name: Arthur R. Cordwell, Jr.
	 	 	 	Title: Vice President



		 	LASALLE BANK NATIONAL ASSOCIATION
	
	 	By: 	
  /s/ Craig A. Smith
				

	 	 	 	Name: Craig A. Smith
	 	 	 	Title: Corporate Banking Officer