EX-10.1






FIRST AMENDMENT TO




RESTATED AGENTED REVOLVING CREDIT AGREEMENT




THIS FIRST AMENDMENT TO RESTATED AGENTED REVOLVING CREDIT AGREEMENT (“Amendment”) dated as of
the 29th day of April, 2005, among SCS TRANSPORTATION, INC., a Delaware corporation (the
“Borrower”), and BANK OF OKLAHOMA, N.A., U.S. BANK NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A.
(as successor by merger to Bank One, NA), HARRIS TRUST AND SAVINGS BANK and LASALLE BANK NATIONAL
ASSOCIATION (individually a “Bank” and collectively the “Banks”), and BANK OF OKLAHOMA, N.A., as
agent for the Banks (in such capacity the “Agent”).



RECITALS




A. Reference is made to the Restated Agented Revolving Credit Agreement dated January 31,
2005, among Borrower, Agent and Banks (“Credit Agreement”) pursuant to which a $110,000,000
Revolving Credit Loan was established. Terms used herein shall have the meanings ascribed to them
in the Credit Agreement unless otherwise defined.




B. Borrower, Banks and Agent hereby intend to amend the Credit Agreement as set forth below.



AGREEMENT




1. Amendments to the Credit Agreement.




1.1. Section 6.04 (Loans, Advances and Investments) is hereby amended to add the
following subsection:




“(9) So long as no Event of Default has occurred and is continuing, Borrower may
acquire its common shares of stock from time to time provided that the aggregate
acquisition amount does not exceed $25,000,000.”



2. Conditions Precedent. The obligations of the Banks to perform under the Credit
Agreement, as amended hereby, are subject to Borrower’s execution and/or delivery of the following:




2.1. This Amendment; and




2.2. Any other documents or agreements reasonably requested by Lender.



3. Representations and Warranties. The Borrower hereby (i) ratifies and confirms all
representations and warranties set forth in the Credit Agreement and all other Loan Documents, and
(ii) represents and warrants that no Event of Default has occurred and is continuing.



4. Ratification. Borrower hereby ratifies and confirms the Credit Agreement and all other
Loan Documents, and agrees that they remain in full force and effect.



5. Ratification of Guaranty. Each Guarantor, Saia Motor Freight Line, Inc. and Jevic
Transportation, Inc., by execution hereof, hereby acknowledges and agrees that its Guaranty
Agreement remains in full force and effect, as evidenced by the Ratification attached hereto.



6. Governing Law. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Oklahoma.



7. Multiple Counterparts. This Amendment may be executed in any number of counterparts,
and by different parties to this Amendment in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement.



8. Costs, Expenses and Fees. Borrower agrees to pay all costs, expenses and fees incurred
by Agent in connection herewith, including without limitation the reasonable attorney fees of
Riggs, Abney, Neal, Turpen, Orbison and Lewis.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written.




[Signature Pages Follow]

1


SCS
TRANSPORTATION, INC.




By:




James J. Bellinghausen,


Vice President Finance,


Chief Financial Officer and Secretary




4435 Main Street, Suite 930


Kansas City, Missouri 64111


Attention:


Phone: (816) 714-5904


Facsimile: (816) 714-5920


E-mail: jbellinghausen@scstransportation.com



2




BANK OF OKLAHOMA, N.A., as a Bank and as Agent




By:




Stephen R. Wright,


Senior Vice President




Principal Office and Lending Office for Prime and
LIBOR Loans:




Bank of Oklahoma Tower


P.O. Box 2300


Tulsa, Oklahoma 74192


Attention: Steve Wright


Phone: (918) 588-6155


Facsimile: (918) 295-0400


E-mail: swright@bokf.com



3




U.S. BANK NATIONAL ASSOCIATION




By:




Marty Nay, Vice President




Principal Office and Lending Office for Prime
Loans and LIBOR Loans:




4700 West 50th Place


Roeland Park, KS 66205


Attention: Marty Nay


Phone: (913) 261-5530


Facsimile: (913) 261-5548


E-mail: marty.nay@usbank.com



4




JPMORGAN CHASE BANK, N.A. (as successor by merger
to Bank One, NA)




By:




Linda L. Kaiser, First Vice President




Principal Office and Lending Office for Prime
Loans and LIBOR Loans:




111 Monument Circle, IN1-0048


Indianapolis, Indiana 46277


Attention: Linda L. Kaiser


Phone: (317) 321-8609


Facsimile: (317) 592-5270


E-mail: linda_kaiser@bankone.com



5




HARRIS TRUST AND SAVINGS BANK




By:




Patrick McDonnell, Managing Director




Principal Office and Lending Office for Prime
Loans and LIBOR Loans:




111 West Monroe, 10-C


Chicago, Illinois 60603


Attention: William Thomson


Phone: (312) 461-3879


Facsimile: (312) 461-5225


E-mail: william.thomson@harrisnesbitt.com



6




LASALLE BANK


NATIONAL ASSOCIATION




By




David J. Thomas, Senior Vice President




Principal Office and Lending Office for Prime
Loans and LIBOR Loans:




135 South LaSalle Street, Suite 1425


Chicago, IL 60603


Attention: Wanda Williams


Phone: (312) 904-0895


Fax: (312) 904-6373


E-mail: wanda.williams@abnamro.com



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RATIFICATION




As inducement for the Banks and the Agent to enter into the First Amendment to Restated
Agented Revolving Credit Agreement (“Amendment”) dated April 29, 2005, to which this Ratification
is affixed, the undersigned Guarantor hereby ratifies and confirms its Guaranty Agreement.




“Guarantor”




JEVIC TRANSPORTATION, INC.




By      


James J. Bellinghausen, Assistant Secretary








8






RATIFICATION




As inducement for the Banks and the Agent to enter into the First Amendment to Restated
Agented Revolving Credit Agreement (“Amendment”) dated April 29, 2005, to which this Ratification
is affixed, the undersigned Guarantor hereby ratifies and confirms its Guaranty Agreement.




“Guarantor”




SAIA MOTOR FREIGHT LINE, INC.




By



James J. Bellinghausen, Assistant Secretary




9