Exhibit 10.1 FFEX Form 8K Fifth Credit Agreement


    
      EXHIBIT 10.1

       

      

        


         

        FIFTH
          AMENDMENT TO CREDIT AGREEMENT

         

        This
          FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 31,
          2006, (the “Effective Date”) is among FFE TRANSPORTATION SERVICES, INC. (the
“Borrower”), each of the undersigned Other Companies, each of the banks or other
          lending institutions which is a party to the Agreement (hereinafter defined)
          (each a “Bank” and collectively, the “Banks”), COMERICA BANK,
          successor-by-merger with Comerica Bank-Texas (“Comerica”), as administrative
          agent for the Banks (in such capacity, together with its successors in
          such
          capacity, the “Administrative Agent”), and as issuer of Letters of Credit under
          the Agreement (in such capacity, together with its successors in such capacity,
          the “Issuing Bank”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
          association (“LaSalle”), as Syndication Agent (in such capacity, together with
          its successors in such capacity, the “Syndication Agent”), and as Collateral
          Agent (in such capacity, together with its successors in such capacity,
          the
“Collateral Agent”).

        


        RECITALS:

        


        A. The
          Borrower, the Other Companies, the Banks, the Issuing Bank and the
          Administrative Agent, the Syndication Agent and the Collateral Agent have
          entered into that certain Credit Agreement dated as of May 30, 2002, which
          was
          subsequently amended by the First Amendment to Credit Agreement dated as
          of
          December 11, 2003, the Second Amendment to Credit Agreement dated as of
          June 30,
          2004, the Third Amendment to Credit Agreement dated as of August 30, 2004
          and
          the Fourth Amendment to Credit Agreement dated as of April 15, 2005 (as
          so
          amended, the “Credit Agreement”).

        


        B. The
          parties hereto now desire to amend the Credit Agreement as provided
          herein.

        


        AGREEMENTS:

        


        In
          consideration of the premises and the mutual agreements herein set forth,
          the
          parties hereto hereby agree as follows:

        


        ARTICLE
          I.

         

        DEFINITIONS
          AND REFERENCES

         

        §
          1.1. Terms
          Defined in the Credit Agreement.
          Unless
          the context otherwise requires or unless otherwise expressly defined herein,
          the
          terms defined in the Credit Agreement shall have the same meanings whenever
          used
          in this Amendment.

         

        §
          1.2. Other
          Defined Terms.
          Unless
          the context otherwise requires, the following terms when used in this Amendment
          shall have the meanings assigned to them in this Section 1.2.

         

        “Amendment”
means
          as defined in the Introductory Paragraph hereof.

         

        “Amendment
          Documents”
means
          this Amendment and any other document delivered by the Borrower to
          Administrative Agent pursuant to this Amendment.

         

        


         

        ARTICLE
          II.

         

        AMENDMENT
          TO CREDIT AGREEMENT

         

        §
          2.1  Financial
          Statements.
          Section
          5.1(b) of the Credit Agreement is hereby amended in its entirety to read
          as
          follows:

         

         

        “(b) Financial
          Statements.
          Deliver
          to each Bank, as soon as practicable, and (i) in any event by May 30, 2006
          for
          the 2005 fiscal year of Parent and within ninety (90) days after the end
          of each
          fiscal year of Parent thereafter, complete and detailed Financial Statements
          (prepared on a consolidated basis), including balance sheet, operating
          statement, reconciliation of earned surplus and such supporting schedules
          as any
          Bank may request, accompanied by the certificate of a firm of independent
          public
          accountants acceptable to the Banks that such statements have been prepared
          in
          accordance with GAAP and fairly present the consolidated financial condition
          of
          the Companies during the fiscal year just ended, and that during the course
          of
          their audit of the Companies, nothing came to their attention that caused
          them
          to believe the Companies were not in compliance with the terms of Subsections 5.1(f),
          5.1(k),
          5.1(m),
          5.2(a) and 5.2(f),
          (ii) in
          any event by May 30, 2006 for the calendar quarter ending on March 31,
          2006 and
          within forty-five (45) days after the end of those calendar quarters ending
          on
          June 30, 2006 and September 30, 2006 and within forty-five (45) days after
          the
          end of the first, second and third calendar quarter of each fiscal year
          thereafter, consolidated balance sheets of the Companies as of the close
          of such
          quarter, and consolidated operating statements of the Companies for the
          part of
          the fiscal year ended at the close of such quarter, accompanied by the
          certificate of the Chief Financial Officer or Treasurer of Parent that
          such
          statements are true and correct, were prepared in accordance with GAAP
          and
          fairly present the consolidated financial conditions and results of operations
          of the Companies, and (iii) after a request by any Bank, such other information
          pertaining to the Companies and their affairs as such Bank shall from time
          to
          time request in writing.”

         

        


        ARTICLE
          III.

         

        MISCELLANEOUS

         

        §
3.1.
           Survival
          of Representations and Warranties.
          All
          representations and warranties made in this Amendment, the Credit Agreement
          or
          any other document or documents relating thereto, including, without limitation,
          any Loan Document furnished in connection with this Amendment, shall survive
          the
          execution and delivery of this Amendment and the other Loan Documents,
          and no
          investigation by Administrative Agent or any closing shall affect the
          representations and warranties or the right of Administrative Agent to
          rely upon
          them.

        


        §
3.2.
           Reference
          to Credit Agreement.
          Each of
          the Loan Documents, including the Credit Agreement and any and all other
          agreements, documents or instruments now or hereafter executed and delivered
          pursuant to the terms hereof or pursuant to the terms of the Credit Agreement,
          as amended hereby, are hereby amended so that any reference in such Loan
          Documents to the Credit Agreement shall mean a reference to the Credit
          Agreement, as amended hereby.

        


        §
3.3.
           Expenses
          of Administrative Agent.
          As
          provided in the Credit Agreement, Borrower agrees to pay on demand all
          reasonable costs and expenses incurred by Administrative Agent in connection
          with the preparation, negotiation and execution of this Amendment and the
          other
          Loan Documents executed pursuant hereto and any and all amendments,
          modifications, and supplements thereto, including, without limitation,
          the
          reasonable costs and fees of Administrative Agent’s legal counsel, and all
          reasonable costs and expenses incurred by Administrative Agent in connection
          with the enforcement or preservation of any rights under the Credit Agreement,
          as amended hereby, or any other Loan Document, including, without limitation,
          the reasonable costs and fees of Administrative Agent’s legal counsel.


        


        §
3.4.
           Severability.
          Any
          provision of this Amendment held by a court of competent jurisdiction to
          be
          invalid or unenforceable shall not impair or invalidate the remainder of
          this
          Amendment and the effect thereof shall be confined to the provision so
          held to
          be invalid or unenforceable.

        


        §
3.5.
           Applicable
          Law.
          THIS
          AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE
          DEEMED
          TO HAVE BEEN MADE AND TO BE PERFORMABLE IN DALLAS COUNTY, TEXAS, AND SHALL
          BE
          GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
          TEXAS.

        


        §
3.6.
           Successors
          and Assigns.
          This
          Amendment is binding upon and shall inure to the benefit of Administrative
          Agent
          and Borrower and their respective successors and assigns, except Borrower
          may
          not assign or transfer any of its rights or obligations hereunder without
          the
          prior written consent of Administrative Agent.

        


        §
3.7.
           Counterparts.
          This
          Amendment may be executed in one or more counterparts, each of which when
          so
          executed shall be deemed to be an original, but all of which when taken
          together
          shall constitute one and the same instrument.

        


        §
3.8.
           Effect
          of Waiver.
          No
          consent or waiver, express or implied, by Administrative Agent to or for
          any
          breach of or deviation from any covenant or condition of the Credit Agreement
          shall be deemed a consent or waiver to or of any other breach of the same
          or any
          other covenant, condition or duty. 

        


        §
3.9.
           Headings.
          The
          headings, captions, and arrangements used in this Amendment are for convenience
          only and shall not affect the interpretation of this Amendment.

        


        §
          3.10. Notice
          Pursuant To Tex. Bus. & Comm. Code Section 26.02

        


        THIS
          AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE
          OR
          SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF, INCLUDING THE
          GUARANTY, TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS
          THE
          FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
          OF
          PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
          ARE
          NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

        


        §
          3.11. Guarantors.

        


        Each
          of
          the undersigned parties to a Guaranty Agreement and Security Agreement,
          hereby
          (i) consents to the provisions of this Amendment and the transactions
          contemplated herein, (ii) ratifies and confirms the Guaranty Agreement and
          Security Agreement made by it for the benefit of Agent and Banks executed
          pursuant to the Credit Agreement and the other Loan Papers, (iii) agrees
          that
          all of its respective obligations and covenants thereunder shall remain
          unimpaired by the execution and delivery of this Amendment and the other
          documents and instruments executed in connection herewith, and (iv) agrees
          that
          such Guaranty Agreement and such Security Agreement shall remain in full
          force
          and effect.

         

        


         


        
          
            
              


               

            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



        IN
          WITNESS WHEREOF, this Amendment is executed as of the date first above
          written.

         

         

        
          
            	 	 	 FFE TRANSPORTATION SERVICES, INC.
	 By:	 	 /s/ Thomas
                    G. Yetter
	 	 	 T. G. Yetter
	 	 	 Vice President


          

        

         

        
          	
                	 	 COMERICA BANK, as a Bank, Issuing Bank and
                  Administrative Agent
	By:	 	 /s/ Donald
                  P. Hellman
	 	 	 Donald P. Hellman
	 	 	 Senior Vice President


        

         

        
          	
                	 	 LA SALLE BANK, as Bank, Collateral Agent and
                  Syndication Agent
	By:	 	 /s/ Nick
                  Weaver
	 	 	 Nick Weaver
	 	 	 First Vice President


        

        
           

          GUARANTORS:

        

         

        
          	
                	 	 FROZEN FOOD EXPRESS INDUSTRIES, INC.
	By:	 	 /s/ Thomas
                  G. Yetter
	 	 	 T. G. Yetter
	 	 	 Treasurer


        

         

        
          	
                	 	 FFE, INC.
	By:	 	 /s/ Thomas
                  G. Yetter
	 	 	 T. G. Yetter
	 	 	 Vice President


        

         

        
          	
                	 	 CONWELL CORPORATION
	By:	 	 /s/ Thomas
                  G. Yetter
	 	 	 T. G. Yetter
	 	 	 Vice President


        

         

        
          	
                	 	 FX HOLDINGS, INC. (formerly named AIRPRO HOLDINGS,
                  INC.)
	By:	 	 /s/ Leonard
                  W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary


        


        
          
            


             

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	
                	 	 LISA MOTOR LINES, INC.
	 By:	 	 /s/ Leonard
                  W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary


        

         

        
          	
                	 	 FROZEN FOOD EXPRESS, INC.
	 By:	 	 /s/ Leonard
                  W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary


        

         

        
          	
                	 	 CONWELL CARTAGE, INC.
	 By:	 	 /s/ Leonard
                  W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary


        

         

        
          	
                	 	 MIDDLETON TRANSPORTATION COMPANY
	 By:	 	 /s/ Leonard
                  W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary


        

         

        
          	
                	 	 COMPRESSORS PLUS, INC.
	 By:	 	 /s/ Leonard
                  W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary


        

         

        
          	
                	 	 FFE LOGISTICS, INC.
	 By:	 	 /s/ Leonard
                  W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary


        

         

        
          	
                	 	 CONWELL, LLC
	 By:	 	 /s/ Leonard
                  W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary