EX-10.10.1






FIRST AMENDMENT TO FOURTH AMENDED

AND RESTATED CREDIT AGREEMENT




THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated
June 28, 2013 (the “Amendment Date”), is entered into by and among SAIA, INC., a Delaware
corporation (the “Borrower”), SAIA MOTOR FREIGHT LINE, LLC, a Louisiana limited liability company
(“SMF”), the Banks parties to the Credit Agreement referred to below (the “Existing Banks”),
Regions Bank, an Alabama state bank (the “New Bank”), and BOKF, NA dba BANK OF OKLAHOMA, as
Administrative Agent and Collateral Agent. The Existing Banks and the New Bank are hereinafter
collectively referred to as the “Banks.”



R E C I T A L S:




A. The Borrower, the Existing Banks, and BOKF, NA dba Bank of Oklahoma, as Administrative
Agent and Collateral Agent, are parties to that certain Fourth Amended and Restated Credit
Agreement dated November 30, 2011 (the “Credit Agreement”). Capitalized terms used in this
Amendment that are not otherwise defined herein have the respective meanings assigned to them in
the Credit Agreement.



B. The Borrower has requested that the Revolving Credit Commitment be increased to
$200,000,000, that the Termination Date be extended to June 27, 2018, and that certain other
provisions of the Credit Agreement be amended (all as hereinafter set forth).



C. The New Bank has requested to join in the Credit Agreement as an additional lender
thereunder with a Commitment as hereinafter stated.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
amend the Credit Agreement, effective as of the Amendment Date, as follows:



1. JOINDER OF NEW BANK. The New Bank hereby joins in and agrees to become a party to the
Credit Agreement as of the Amendment Date with an initial Commitment as set forth in Section 2.1
hereof. Without limiting the generality of the foregoing, the New Bank hereby subscribes to the
terms and conditions of the Credit Agreement (as amended hereby) and the other Loan Documents and
agrees to be bound by the terms and provisions thereof as a “Bank.” The New Bank further agrees to
execute and deliver a supplement to the Prudential Intercreditor Agreement and such other documents
as may be reasonably required in order for it to subscribe to the terms and conditions of the
Prudential Intercreditor Agreement.



2. REVOLVING CREDIT COMMITMENT; TERMINATION DATE.



2.1 Increase of Revolving Credit Commitment. The Revolving Credit Commitment is hereby
increased from $150,000,000 to $200,000,000, and the respective Commitments of each of the Banks
are hereby increased (or established) as set forth on Schedule I hereto. The Commitments
set forth on Schedule I hereto are the final allocated Commitments in effect from and after
the Amendment Date.



2.2. Pro Rata Shares; Reallocation of Outstanding Revolving Loans. As of the Amendment
Date, (i) the respective Pro Rata Share of each of the Banks shall be adjusted as set forth on
Schedule I hereto, and (ii) the outstanding Revolving Loans shall be reallocated among the
Banks (including the New Bank) ratably in accordance with their Applicable Percentages (as
adjusted).



2.3 Accordion. The parties acknowledge and agree that the increase of the Revolving
Credit Commitment effected by this Amendment will not be deemed an exercise by the Borrower of the
accordion feature set forth in Section 2.22.1 of the Credit Agreement. The reference to the figure
“190,000,000” in the proviso to Section 2.22.1 of the Credit Agreement is hereby amended to read
“$240,000,000.



2.4 Extension. The Revolving Credit Commitment is hereby extended to June 27, 2018.
Accordingly, the reference to “November 29, 2016” appearing in the definition of Termination Date
in Section 1.1 of the Credit Agreement is hereby amended to read “June 27, 2018.”



2.5 Replacement Notes. From and after the Amendment Date, the Revolving Loans of each
of the Banks shall be evidenced by a Note or replacement Note substantially in the form of Exhibit
A-1 attached hereto (collectively, the “Replacement Note”), and all references in the Credit
Agreement to the “Notes” shall be deemed references to the Replacement Notes.



3. CHANGES TO PRICING.



3.1 Base Rate Definition. The definition of the term “Base Rate” appearing in Section
1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



“Base Rate” means, on any day, the rate which is the highest of (i) the sum of
(A) the Federal Funds Rate on such day plus (B) 0.50%, (ii) the “prime rate”
of interest as most recently reported in the Wall Street Journal, or (iii) the sum
of (A) the 30-day LIBOR Rate in effect on such day plus (B) 1.00%.



3.2 Pricing Schedule. The Pricing Schedule attached hereto shall replace the Pricing
Schedule annexed to the Credit Agreement.



4. CHANGES TO BORROWING BASE LIMITATIONS.



4.1 Suspension of Borrowing Base Limitations. Provided that the Borrower maintains and
continues to maintain a Leverage Ratio of less than or equal to 3.00 to 1.00, and provided further
that no Matured Default has occurred, the limitations of the Borrowing Base shall not apply to the
amounts that may be drawn under the Revolving Credit Commitment or the amounts available for
Letters of Credit and Swing Line Loans. In order to implement the foregoing:




(a) The first sentence of Section 2.1 of the Credit Agreement is amended in its
entirety to read as follows:



Each Bank agrees, on the terms and conditions hereinafter set forth, to make
its Pro Rata Share of Loans (each a “Revolving Credit Loan” and
collectively, the “Revolving Credit Loans”) to the Borrower from time to
time during the period from the Effective Date up to but not including the
Termination Date, in an aggregate principal amount not to exceed at any time
such Bank’s Commitment; provided, however, that (a) as long
as the Borrower is maintaining a Leverage Ratio of less than or equal to
3.00 to 1.00, (i) after giving effect to the making of any Revolving Credit
Loan, the Aggregate Outstanding Credit Exposure shall not exceed the
Revolving Credit Commitment, and (ii) as to any Bank, the sum of its Pro
Rata Share of the aggregate outstanding amount of the Revolving Credit
Loans, plus such Bank’s Pro Rata Share of the outstanding amount of
all L/C Obligations, plus such Bank’s Pro Rata Share of the
outstanding amount of all Swing Line Loans shall not exceed such Bank’s
Commitment, and (b) at any time after the Borrower fails to maintain a
Leverage Ratio of less than or equal to 3.00 to 1.00, (i) after giving
effect to the making of any Revolving Credit Loan, the Aggregate Outstanding
Credit Exposure shall not exceed the lesser of (A) the Revolving Credit
Commitment, or (B) the Available Borrowing Base in effect on such date; and
(ii) as to any Bank, the sum of its Pro Rata Share of the aggregate
outstanding amount of the Revolving Credit Loans, plus such Bank’s
Pro Rata Share of the outstanding amount of all L/C Obligations,
plus such Bank’s Pro Rata Share of the outstanding amount of all
Swing Line Loans shall not exceed the lesser of (A) such Bank’s Commitment
or (B) such Bank’s Pro Rata Share of the Available Borrowing Base.




(b) The first sentence of Section 2.2.1 of the Credit Agreement is amended in its
entirety to read as follows:



The L/C Issuer hereby agrees, on the terms and conditions set forth in this
Agreement, to issue stand-by and commercial letters of credit (each, a
“Letter of Credit”) and to renew, extend, increase, decrease or otherwise
modify each Letter of Credit from time to time from and including the
Effective Date and prior to the Termination Date upon the request of
Borrower, provided that, immediately after each such Letter of
Credit is issued, renewed, extended, increased or otherwise modified, (i)
the aggregate outstanding principal amount of all outstanding L/C
Obligations shall not exceed $100,000,000, and (ii) (a) as long as the
Borrower is maintaining a Leverage Ratio of less than or equal to 3.00 to
1.00, the Aggregate Outstanding Credit Exposure shall not exceed the
Revolving Credit Commitment, and (b) at any time after the Borrower fails to
maintain a Leverage Ratio of less than or equal to 3.00 to 1.00, the
Aggregate Outstanding Credit Exposure shall not exceed the lesser of (A) the
Revolving Credit Commitment, or (B) the Available Borrowing Base in effect
on such date.




(c) The proviso to the first sentence of Section 2.20.1 of the Credit Agreement is
amended in its entirety to read as follows:



provided that immediately following the making of any Swing Line
Loan, (i) as long as the Borrower is maintaining a Leverage Ratio of less
than or equal to 3.00 to 1.00, the Aggregate Outstanding Credit Exposure
shall not exceed the Revolving Credit Commitment, and (ii) at any time after
the Borrower fails to maintain a Leverage Ratio of less than or equal to
3.00 to 1.00, the Aggregate Outstanding Credit Exposure shall not exceed the
lesser of (A) the Revolving Credit Commitment, or (B) the Available
Borrowing Base in effect on such date.



4.2 Suspension of Certain Requirements Related to the Borrowing Base. Provided that
the Borrower maintains and continues to maintain a Leverage Ratio of less than or equal to 3.00 to
1.00, and provided further that no Matured Default has occurred, the following requirements of the
Credit Agreement shall be suspended:




(a) the requirement under Section 2.11.2 of the Credit Agreement to prepay Revolving
Credit Loans (or cash collateralize the outstanding Letters of Credit) if a Borrowing Base
deficiency exists;




(b) the requirement for delivery of quarterly Borrowing Base Reports, accounts aging
reports and updated lists of all Rolling Stock under Section 5.1.5 of the Credit Agreement;




(c) any requirement under Section 5.2.2 of the Credit Agreement for updated appraisals
of the Mortgaged Properties;




(d) the requirement for field audits set forth in Section 5.2.3 of the Credit
Agreement; and




(e) the requirement set forth in Section 5.13 of Credit Agreement for the
Administrative Agent to have an Acceptable Security Interest in Rolling Stock representing
at least 85% of the current Net Orderly Liquidation Value of the Borrower’s Rolling Stock.



For the avoidance of doubt, it is expressly understood that the provisions of Section 5.2.4 of the
Credit Agreement will not be suspended, that the Administrative Agent will continue to order and
obtain desktop appraisals of the Borrower’s Rolling Stock in accordance with the provisions of
Section 5.2.4 of the Credit Agreement, and that the Borrower will pay all reasonable costs and
expenses actually incurred by the Administrative Agent in connection with each desktop appraisal.



4.3 Reinstatement of Borrowing Base Requirements; Perfection. In the event that the
Borrower at any time delivers an Officer’s Certificate reflecting that the Borrower’s Leverage
Ratio as of the last day of the applicable quarterly period was greater than 3.00 to 1.00, or in
the event the Administrative Agent otherwise determines that the Borrower’s Leverage Ratio as of
the last day of the applicable quarterly period was greater than 3.00 to 1.00, or in the event that
any Matured Default shall occur (each of the foregoing, a “Borrowing Base Reinstatement Event”),
then (a) the limitations of the Borrowing Base shall be immediately reinstated, (b) the provisions
of Section 4.2 above shall be null and void (meaning that the requirements of Sections 2.11.2,
5.1.5, 5.2.3 and 5.13 of the Credit Agreement and any other provisions of the Credit Agreement
relating to the Borrowing Base shall be immediately reinstated, provided that the Borrower shall be
given 60 days from the Borrowing Base Reinstatement Date to cause the arrangements with the Vehicle
Title Service Company contemplated by Section 5.13 of the Credit Agreement to be reinstated), and
(c) if necessary, the Borrower shall make a mandatory prepayment in accordance with Section 2.11.2
of the Credit Agreement. Further, upon the occurrence of any Borrowing Base Reinstatement Event, to
the extent necessary to substantiate the Borrowing Base, the Administrative Agent may obtain
updated appraisals of the Mortgaged Properties in accordance with Section 5.2.2 of the Credit
Agreement and such endorsements to existing Title Policies as the Administrative Agent may
reasonably require, and the Borrower will pay all reasonable costs and expenses actually incurred
by the Administrative Agent in connection with such appraisals. Notwithstanding any provision of
this Section 4.3 to the contrary, the Banks shall not in any event have any obligation to make
additional Revolving Loans if any Default or Matured Default has occurred and is continuing.



5. AMENDMENTS TO COVENANTS.



5.1 Fixed Charge Coverage Ratio. The reference to Section 7.2(c) appearing at the end
of the definition of Total Debt Service (the denominator in the Fixed Charge Coverage Ratio) is
hereby corrected to read “Section 7.2(e).”



5.2 Limitation on Acquisitions. The reference to the figure “$25,000,000” in Section
7.3(h)(iii) is hereby increased to read “$50,000,000.”



6. CONDITIONS PRECEDENT. This Amendment shall be effective as of the Amendment Date, but
subject to the Borrower’s satisfaction of the following conditions precedent:



6.1 Amendment Documents. The Administrative Agent shall have received each of the
following documents:




(a) a counterpart of this Amendment, duly executed by the Banks, the Borrower and SMF;




(b) the Replacement Notes, duly executed by the Borrower; and




(c) such other closing certificates as the Administrative Agent may reasonably require
to evidence the Borrower’s compliance with the terms and conditions of this Amendment and
satisfaction of the conditions precedent set forth in this Section 6.



6.2 Prudential Agreement. The Administrative Agent shall have received satisfactory
evidence that a Third Amendment to the Prudential Agreement has been executed and delivered by the
parties thereto (the “Prudential Amendment”), and the terms and provisions of the Prudential
Amendment shall be acceptable to the Administrative Agent.



6.3 Intercreditor Agreement. A Second Amendment to the Prudential Intercreditor
Agreement shall have been executed and delivered by the parties thereto and shall be in full force
and effect, and a Supplement to the Prudential Intercreditor Agreement shall have been executed and
delivered by the New Bank in order to join in and become a party to the Prudential Intercreditor
Agreement.



6.4 Borrowing Authority. Each of the Borrower and SMF shall have provided copies of
such borrowing resolutions, delegations of authority or other approvals as the Administrative Agent
may request to evidence that each of them has been duly authorized to execute, deliver and perform
its obligations under this Amendment, the Credit Agreement (as amended by this Amendment) and all
other Loan Documents to be executed by it in connection with this Amendment.



6.5 Flood Hazard Certificates. The Administrative Agent shall have received evidence
satisfactory that none of the Mortgaged Properties is located in an area designated by the
Secretary of Housing and Urban Development as an area having special flood or mudslide hazards, and
that flood hazard insurance is not required for the credit extended under the Credit Agreement
pursuant to the terms of any law, rule or regulation governing the activities of any Bank, or, in
the event any Mortgaged Property is located in an area designated by the Secretary of Housing and
Urban Development as an area having special flood or mudslide hazards, a flood insurance policy in
an amount equal to the lesser of the replacement cost of the Mortgaged Property or the maximum
amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended,
and otherwise in compliance with the requirements of the Credit Agreement.



6.6 Payment of Interest. The Borrower shall have paid to the Administrative Agent, for
the account of the respective Banks, all interest accrued on the Revolving Loans to the Amendment
Date.



6.7 Upfront Fees. The Borrower shall have paid to the Administrative Agent, for the
account of each Bank, upfront fees as follows: (i) for each Existing Bank with a final allocated
Commitment from and after the Amendment Date of $35,000,000 or higher, an upfront fee equal to
0.20% (20 basis points) of its Commitment; (ii) for each Existing Bank with a final allocated
Commitment from and after the Amendment Date of less than $35,000,000, an upfront fee equal to
0.15% (15 basis points) of its Commitment; and (iii) for the New Bank, an upfront fee equal to
0.20% (20 basis points) of its final allocated Commitment (in each case as the amount of such final
allocated Commitment is shown on Schedule I hereto).



6.8 Other Expenses. The Administrative Agent shall have received payment of all other
fees and other amounts due and payable on or prior to the Amendment Date, including the fees set
forth in the separate fee letter between the Administrative Agent and the Borrower and, to the
extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed
or paid by the Borrower hereunder.



6.9 Representations and Warranties. All representations and warranties made by the
Borrower in the Credit Agreement and the other Loan Documents and in Section 8 hereof shall be true
and correct in all material respects as of the Amendment Date (except to the extent any of such
representations and warranties with respect to the financial condition of the Borrower refers
solely to an earlier specified date).



6.10 No Material Adverse Change. Since December 31, 2012, there shall not have
occurred any event or circumstance that has had or could reasonably be expected to have, either
individually or in the aggregate, any material adverse change in or effect upon the business,
operations, properties, assets, liabilities (actual or contingent), condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.



6.11 No Default. No Default or Matured Default shall have occurred and be continuing.



6.11 Legal Matters. All legal matters incident to this Amendment shall be satisfactory
to the Administrative Agent and its counsel.



The Administrative Agent shall furnish notice to the Banks and the Borrower when each of the
foregoing conditions has been satisfied.



7. REPRESENTATIONS AND WARRANTIES.



7.1 Reaffirmation of Representations and Warranties. The Borrower confirms that all
representations and warranties made by it in the Credit Agreement, other than those representations
and warranties that expressly relate solely to a specific earlier date, are, and on the Amendment
Date will be, true and correct in all material respects, and all of such representations and
warranties are hereby remade and restated and shall survive the execution and delivery of this
Amendment.



7.2. Additional Representations and Warranties. The Borrower further represents and
warrants to each of the Banks, the Administrative Agent and the Collateral Agent that:




(i) The Borrower is duly authorized and empowered to execute, deliver and perform this
Amendment, the Credit Agreement (as amended by this Amendment) and the Replacement Notes,
and all action necessary for such execution, delivery and performance has been duly and
validly taken;




(ii) This Amendment, the Credit Agreement (as amended by this Amendment) and the
Replacement Notes are valid and legally binding obligations of the Borrower, enforceable in
accordance with their respective terms (subject to any applicable bankruptcy, insolvency or
other laws affecting the enforcement of creditors’ rights generally);




(iii) The execution, delivery and performance by the Borrower of this Amendment and the
Replacement Notes do not and will not (a) conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, or result in any violation of
any of its charter or by-laws, or any material agreement to which it is a party or by which
it is bound, or any judgment, decree, order, writ, injunction, or law to which it is
subject, (b) result in the creation or imposition of any Lien on any Property of Borrower or
any of its Subsidiaries pursuant to the provisions of any mortgage, indenture, security
agreement, contract, undertaking or other agreement other than the Liens in favor of the
Collateral Agent created by the Collateral Documents, or (c) require any authorization,
consent, license, approval or authorization of or other action by, or notice or declaration
to, or registration with, any governmental authority, or, to the extent that any such
consent or other action may be required, it has been validly procured or duly taken; and




(iv) The audited consolidated financial statements of the Borrower for the fiscal year
ended December 31, 2012, copies of which have been furnished to the Administrative Agent and
the Banks, fairly present the Borrower’s consolidated financial condition as of such date
and for the period then ended.



8. REAFFIRMATION OF GUARANTY. SMF hereby ratifies, confirms, and acknowledges that its
obligations under the Restated Guaranty Agreement dated as of November 30, 2011 (the “Guaranty”),
are in full force and effect and that SMF continues to unconditionally and irrevocably, jointly and
severally, guarantee the full and punctual payment, when due, whether at stated maturity or earlier
by acceleration or otherwise, all of the Obligations, including the Obligations arising under the
Revolving Credit Commitment as increased hereby. Nothing contained herein to the contrary shall
release, discharge, modify, change or affect the original liability of SMF under the Guaranty. SMF
hereby acknowledges that its execution and delivery of this Amendment does not indicate or
establish an approval or consent requirement by SMF in connection with the execution and delivery
of amendments to the Credit Agreement or any of the other Loan Documents.



9. CONSENT TO PRUDENTIAL AMENDMENT. The Administrative Agent and the Banks hereby
acknowledge and consent to the execution, delivery and performance by the Borrower and SMF of the
Prudential Amendment.



10. MISCELLANEOUS.



10.1 Effect of Amendment. From and after the Amendment Date, all references to the
Credit Agreement shall mean the Credit Agreement as modified by this Amendment. The Credit
Agreement, as amended, modified and supplemented by this Amendment, shall continue in full force
and effect in accordance with its terms and is hereby reaffirmed in every respect. To the extent
that the terms of this Amendment are inconsistent with the terms of the Credit Agreement, this
Amendment shall control and the Credit Agreement shall be amended, modified or supplemented so as
to give full effect to the transactions contemplated by this Amendment.



10.2 Section Headings. The descriptive headings of the several sections of this
Amendment are inserted for convenience only and shall not be used in the construction of the
content of this Amendment.



10.3 Reimbursement of Expenses. The Borrower agrees to pay all reasonable
out-of-pocket expenses, including, without limitation, attorneys’ fees and expenses, incurred by
the Administrative Agent in connection with the negotiation and preparation of this Amendment.



10.4 Governing Law. This Amendment shall be construed in accordance with the laws of
the State of Oklahoma.



10.5. Counterpart Execution. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original hereof and all of which shall be but one and the same
original instrument. Transmission by facsimile or portable electronic format (pdf) of an executed
counterpart of this Amendment by any party shall be deemed to constitute due and sufficient
delivery of such counterpart and such facsimile or pdf shall be deemed to be an original
counterpart of this Amendment.



10.6 No Course of Dealing. This Amendment shall not establish a course of dealing or
be construed as evidence of any willingness or commitment on the part of the Administrative Agent
or of any Bank to agree to other or future amendments to or modifications of the Credit Agreement.



10.7 Release. In consideration of the amendments contained herein, each of the
Borrower and SMF hereby waive and release the Banks, the Administrative Agent and the Collateral
Agent from any and all claims, damages, defenses and setoffs, known or unknown, with respect to the
Credit Agreement and the other Loan Documents and the transactions contemplated thereby.



10.8. Reaffirmation. Each of the Borrower and SMF hereby acknowledges the terms of
this Amendment and ratifies and affirms its obligations under, and acknowledges, renews and extends
its continued liability under, each Loan Document to which it is a party and agrees that each Loan
Document to which it is a party remains in full force and effect. Each of the Borrower and SMF
further ratifies and reaffirms the Liens created in favor of the Collateral Agent pursuant to the
Loan Documents and acknowledges that such Liens will continue in full force and effect,
uninterrupted and unabated.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURES APPEAR ON FOLLOWING PAGES.]




IN WITNESS WHEREOF, the Borrower, SMF, the Banks and BOKF, NA dba Bank of Oklahoma, as
Administrative Agent and Collateral Agent, have caused this Amendment to be duly executed in
multiple counterparts, each of which shall be considered an original, on the date first set forth
above.



	 	 	 
	Borrower:	 	SAIA, INC.
	 	 	By:

	 	 	 

	 	 	James A. Darby,

Vice President – Finance

Chief Financial Officer and Secretary

	Guarantor:
	 	SAIA MOTOR FREIGHT LINE, LLC

	 	 	By

	 	 	 

	 	 	Name

	 	 	 

	 	 	Title:

	 	 	 








BOKF, NA dba BANK OF OKLAHOMA, as
Administrative Agent and Collateral Agent and as a
Bank




By:

Daniel A. Hughes, Senior Vice President





SUNTRUST BANK, as Documentation Agent and as a




Bank




By




Chris Hursey, Portfolio Manager




BANK OF AMERICA, N.A.




By


Name:


Title:




JPMORGAN CHASE BANK, N.A.




By:

John A. Horst, Credit Executive





REGIONS BANK




By:

Nick Weaver, Managing Director




Schedule I




BANKS’ FINAL ALLOCATED COMMITMENTS




	 	 	 	 	 	 	 	 	 
	BANK	 	COMMITMENT	 	PRO RATA SHARE
	BOKF, NA dba BANK OF OKLAHOMA

	 	$	45,000,000	 	 	 	22.500000000	%
	 

	 	 	 	 	 	 	 	 
	SUNTRUST BANK

	 	$	45,000,000	 	 	 	22.500000000	%
	 

	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.

	 	$	40,000,000	 	 	 	20.000000000	%
	 

	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.

	 	$	40,000,000	 	 	 	20.000000000	%
	 

	 	 	 	 	 	 	 	 
	REGIONS BANK

	 	$	30,000,000	 	 	 	15.000000000	%
	 

	 	 	 	 	 	 	 	 
	TOTAL

	 	$	200,000,000	 	 	 	100.000000000	%
	 

	 	 	 	 	 	 	 	 






1




PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing Level	 	Leverage Ratio	 	LIBOR Rate Margin	 	Base Rate Margin	 	Unused Portion Fee	 	Letter of Credit Fee
	I

	 	=1.00x
	 	 	1.250	%	 	 	-0.125	%	 	 	0.200	%	 	 	1.375	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	>1.00x but =1.50x
	 	 	1.500	%	 	 	0.000	%	 	 	0.225	%	 	 	1.625	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	>1.50x but =2.00x
	 	 	1.750	%	 	 	0.000	%	 	 	0.250	%	 	 	1.875	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	>2.00x but =2.50x
	 	 	2.000	%	 	 	0.125	%	 	 	0.275	%	 	 	2.125	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V

	 	>2.50x but =3.00x
	 	 	2.250	%	 	 	0.250	%	 	 	0.300	%	 	 	2.375	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VI

	 	>3.00x
	 	 	2.500	%	 	 	0.500	%	 	 	0.325	%	 	 	2.625	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






The foregoing shall be recalculated on not less than a quarterly basis, on the date on which the
Administrative Agent is in full receipt of the Borrower’s most recent financial statements (and, in
the case of the year-end financial statements, audit report) for the fiscal quarter then ended,
pursuant to Section 5.1 (“Pricing Date”). The applicable Pricing Level shall be established based
on the Leverage Ratio for the most recently completed fiscal quarter and shall remain in effect
until the next Pricing Date. From the Amendment Date to the first Pricing Date, Pricing Level II
shall apply. If the Borrower has not delivered its financial statements by the date such financial
statements (and, in the case of the year-end financial statements, audit report) are required to be
delivered under Section 5.1 hereof, until such financial statements and audit report are delivered,
Pricing Level VI shall apply. If the Borrower subsequently delivers such financial statements
before the next Pricing Date, the Pricing Level established by such late delivered financial
statements shall take effect from the date of delivery until the next Pricing Date. In all other
circumstances, the Pricing Level established by such financial statements shall be in effect from
the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such
financial statements until the next Pricing Date. Each determination of the Pricing Level made by
the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the
Borrower and the Banks if reasonably determined.



EXHIBIT A-1




NOTE




	 	 	 
	$     
	 	June 28, 2013

Tulsa, Oklahoma







FOR VALUE RECEIVED, the undersigned, SAIA, INC., a Delaware corporation (the “Borrower”),
hereby promises to pay to the order of        (the “Bank”) on the Termination
Date (as defined in the Credit Agreement referred to below) the principal amount of
     DOLLARS ($     ) or such lesser amount of all Loans (as defined in the
Credit Agreement) due and payable by the Borrower to the Bank on the Termination Date under that
certain Fourth Amended and Restated Credit Agreement dated as of October 21, 2011 (the “Fourth
Amended and Restated Credit Agreement”), as amended by that certain First Amendment thereto dated
as of even date herewith (the “First Amendment”) (the Fourth Amended and Restated Credit Agreement,
as amended by the First Amendment, and as it may be further amended from time to time, the “Credit
Agreement”), by and among the Borrower, the Bank and the other financial institutions party
thereto.



The Borrower promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such principal amount is paid in full, at such interest rates, and at such
times as are specified in the Credit Agreement. All payments of principal of and interest on this
Note shall be made to the Administrative Agent for the account of the Bank in Dollars in
immediately available funds at the Administrative Agent’s Lending Office. If any amount is not
paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand,
from the due date thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Credit Agreement.



This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit
Agreement. Terms used herein which are defined in the Credit Agreement shall have their defined
meanings when used herein. The Credit Agreement, among other things, contains provisions for
acceleration of the maturity of this Note upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity of this Note upon the terms and
conditions specified in the Credit Agreement.



The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and, except for notices for which provision is expressly made in the Loan
Documents, notice of protest, demand, intent to accelerate, acceleration, dishonor and non-payment
of this Note.



The Bank is hereby authorized by the Borrower to endorse on the schedule attached hereto the
amount and type of each Loan and each renewal, conversion and payment of principal amount received
by the Bank on account of its Loans, which endorsement shall, in the absence of manifest error, be
conclusive as to the outstanding balance of the Loans made by the Bank; provided, however, that the
failure to make such notation with respect to any Loan or renewal, conversion or payment shall not
limit or otherwise affect the obligations of the Borrower hereunder.



The holder of this Note may collect a late charge not to exceed an amount equal to $25 or five
percent (5%) of the amount of any payment (whichever amount is greater) which is not paid within
ten (10) days from the due date thereof, for the purposes of covering the extra expenses involved
in handling delinquent payments. This late charge provision shall not be applicable in the event
the holder hereof, at its option, elects to receive interest at the increased rate as provided in
the Credit Agreement.



This Note and the other Notes are issued by the Borrower in renewal, extension, rearrangement,
increase, ratification and continuation of, but not in extinguishment or novation of, the
indebtedness outstanding under the Fourth Amended and Restated Credit Agreement and evidenced by
certain promissory notes (the “Prior Notes”) issued by the Borrower pursuant thereto. The
indebtedness evidenced by this Note and the other Notes is a continuing indebtedness, and all
collateral instruments securing payment of the Notes, and the security interests created and
continued thereunder, shall continue in full force and effect, uninterrupted and unabated, as
security for payment of the indebtedness evidenced by this Note and the other Notes.



This Note shall be governed by laws of the State of Oklahoma provided that as to the maximum
rate of interest which may be charged or collected, if the laws applicable to the Bank permit it to
charge or collect a higher rate than the laws of the State of Oklahoma, then such laws applicable
to the Bank shall apply to the Bank under this Note.



SAIA, INC.



By:

James Darby,

Vice President – Finance

Chief Financial Officer and Secretary





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