EX-10.2






AMENDMENT NO. 2 TO




MASTER SHELF AGREEMENT




(SCS Transportation, Inc.)




As of April 29, 2005




Prudential Investment Management, Inc. (“Prudential”)


The Prudential Insurance Company




of America (“PICA”)



Pruco Life Insurance Company


Reliastar Life Insurance Company


Southland Life Insurance Company


Each Prudential Affiliate (as defined herein)




which becomes bound by certain provisions of the


Agreement as hereinafter provided (together with


each above-named entity, the “Purchasers”)



c/o Prudential Capital Group


2200 Ross Avenue, Suite 4200E


Dallas, Texas 75201



Ladies and Gentlemen:



We refer to the Master Shelf Agreement, dated as of September 20, 2002 as amended by Amendment
No. 2 to Master Shelf Agreement dated as of April 21, 2005 (as amended, the “Agreement”), among the
undersigned, SCS Transportation, Inc. (the “Company”), Prudential, PICA, Pruco Life Insurance
Company, Reliastar Life Insurance Company and Southland Life Insurance Company. Unless otherwise
defined herein, the terms defined in the Agreement shall be used herein as therein defined.



The Company desires to amend certain provisions of the Agreement. Therefore, Prudential, the
holders of the Notes and the Company, in consideration of the mutual promises and agreements set
forth herein and in the Agreement, agree as follows:



1. Amendments.



(a) Paragraph 6C(3). Loans, Advances and Investments. Paragraph 6C(3) of the Agreement is amended
as follows:



I. deleting the word “and” at the end of clause (vii);



II. replacing the period at the end of clause (viii) with a semi-colon; and



III. adding to the end thereof a new clause (ix), to read as follows:




"(ix) so long as no Default or Event of Default has occurred and is continuing, the Company
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 effectiveness of this Amendment is contingent on:



(a) receipt by Prudential of a copy of this Letter Amendment executed by the Company;



(b) the Consent attached hereto shall have been executed by the Subsidiary Guarantors;



(c) receipt by Prudential of an executed copy of an amendment to Restated Agented Revolving Credit
Agreement containing amendments substantially the same as those contained herein; and



(d) receipt by Prudential of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to the amendments to the Agreement herein contained.



3. Miscellaneous. On and after the effective date of this Letter Amendment, each reference in the
Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the
Agreement, and each reference in the Notes to “the Agreement,” “thereunder,” “thereof,” or words of
like import referring to the Agreement, shall mean the Agreement as amended by this Letter
Amendment. The Agreement, as amended by this Letter Amendment, is and shall continue to be in full
force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy under the Agreement nor constitute a waiver of any provision
of the Agreement.



This Amendment may be executed in any number of counterparts and by any combination of the
parties hereto in separate counterparts, each of which counterpart shall be an original and all of
which, taken together, shall constitute one and the same Amendment.



If you agree to the terms and provisions hereof, please evidence your agreement by executing
and returning at least one counterpart of this Amendment to SCS Transportation, Inc., One Main
Plaza, 4435 Main Street, Kansas City, MO 64111, Attention of Chief Financial Officer. This
Amendment shall become effective as of the



1



date first above written when and if counterparts of this Amendment shall have been executed by us
and you.




Very truly yours,




SCS Transportation, Inc.




By: James J. Bellinghausen




Title: Vice President – Finance
and Chief Financial Officer



Agreed as of the date first above written:



Prudential Investment Management, Inc.



By: B. Lemons




Vice President



The Prudential Insurance Company of America



By: B. Lemons




Vice President



Pruco Life Insurance Company



By: B. Lemons




Vice President



Reliastar Life Insurance Company 



	 	 	 
	By:

	 	Prudential Private Placement Investors,

L.P. (as Investment Advisor)
	 
	 	 
	By:

	 	Prudential Private Placement Investors, Inc.

(as its General Partner)







By: B. Lemons



Vice President



2



Southland Life Insurance Company 



	 	 	 
	By:

	 	Prudential Private Placement Investors,

L.P. (as Investment Advisor)
	 
	 	 
	By:

	 	Prudential Private Placement Investors, Inc.

(as its General Partner)







By: B. Lemons



Vice President



3



CONSENT




Each of the undersigned, as a Guarantor under the Guaranty Agreement dated as of September 20,
2002 (the “Guaranty”) in favor of the holders from time to time of the Notes issued pursuant to the
Agreement, referred to in the foregoing Amendment No. 2 to Master Shelf Agreement (the
"Amendment”), hereby consent to the Amendment and hereby confirm and agree that, notwithstanding
the effectiveness of the Agreement, the Guaranty is, and shall continue to be, in full force and
effect and is hereby confirmed and ratified in all respects.




SAIA MOTOR FREIGHT




LINE, INC.




By: James J. Bellinghausen




Name: James J. Bellinghausen


Title: Assistant Secretary




JEVIC TRANSPORTATION, INC.




By: James J. Bellinghausen




Name: James J. Bellinghausen



Title: Assistant Secretary




4