Exhibit 10.1 Sixth Amendment to Credit Agreement


    
      
        EXHIBIT 10.1

         

        

          


           

          SIXTH
            AMENDMENT TO CREDIT AGREEMENT

           

          This
            SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 17,
            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, the
            Fourth Amendment to Credit Agreement dated as of April 15, 2005 and the
            Fifth
            Amendment to Credit Agreement dated as of March 3,1 2006 (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 June 16,
            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 June 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.”

           

          


          §
            2.2. Dividends
            and Distributions.
            Section
            5.2 (e) (i) of the Credit Agreement is hereby amended in its entirety
            to read as
            follows:

           

          “(i) The
            Parent and each Other Company that is publicly traded may from time to
            time
            redeem its common stock; provided
            that no
            more than 750,000 shares of the capital stock of such Companies, in the
            aggregate, may be redeemed during the period from May 17, 2006 through
            the
            Termination Date.”

           

          


          


          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.

           

          


           

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          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
	 	 	 Senior Vice President


          

           

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


          

           

          
            	
                  	 	 CONWELL CORPORATION
	By:	 	 /s/ Leonard
                    W. Bartholomew
	 	 	 Leonard W. Bartholomew
	 	 	 Corporate Secretary


          

           

          
            	
                  	 	 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