EX-10.2






EXHIBIT 10.2



SECOND AMENDMENT TO

AMENDED AND RESTATED MASTER SHELF AGREEMENT




THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER SHELF AGREEMENT (this “Amendment”) is
made and entered into as of November 30 2011, by and among SAIA, Inc., a Delaware corporation (the
“Company”), The Prudential Insurance Company of America and the other holders of Notes (as defined
in the Agreement defined below) that are signatories hereto (together with their successors and
assigns, the “Noteholders”).



W I T N E S S E T H:




WHEREAS, the Company and the Noteholders are parties to a certain Amended and Restated Master
Shelf Agreement, dated as of June 26, 2009 (as amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”; capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Agreement), pursuant to which the
Noteholders have purchased Notes from the Company; and



WHEREAS, the Company has requested that the Noteholders amend certain provisions of the
Agreement and subject to the terms and conditions hereof, the Noteholders are willing to do so;



NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of
which are acknowledged, the Company and the Noteholders agree as follows:



1. Amendments.



(a) Paragraph 5A. Paragraph 5A of the Agreement is amended by replacing clause (ii) of such
Paragraph with the following:



(ii) as soon as practicable and in any event within 90 days after the end of
each fiscal year (or, if earlier, such date as the Company is required to file an
Annual Report on Form 10-K with the SEC), consolidating and consolidated statements
of income, cash flows and shareholders’ equity of the Company and its Subsidiaries
for such year, and a consolidating and consolidated balance sheet of the Company and
its Subsidiaries as of the end of such year, setting forth in each case in
comparative form corresponding consolidated figures from the preceding annual audit,
all in reasonable detail and satisfactory in form to the Required Holders and (i) as
to the consolidated statements, all reported on by independent public accountants of
recognized national standing selected by the Company (whose report shall be without
a “going concern” or like qualification or exception and without any qualification
or any exception as to the scope of such audit and otherwise satisfactory in
substance to the Required Holders) to the effect that such financial statements
present fairly in all material respects the financial condition and results of
operations of the Company and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied and (ii) as to the consolidating
statements, certified by an Authorized Officer of the Company; provided, however,
that delivery pursuant to clause (vi) below of copies of the Annual Report on
Form 10-K of the Company for such fiscal year filed with the SEC shall be deemed to
satisfy the requirements of this clause (ii) with respect to consolidated financial
statements so long as such statements contained in such Annual Report on Form 10-K
are prepared in accordance with then current SEC and GAAP standards and do not
contain a “going concern” or like qualification or exception;



(b) Paragraph 5C. Paragraph 5C of the Agreement is amended by adding the following clause (v)
to such Paragraph:



(v) Within 60 days of the Second Amendment Date, the Company shall deliver to
each holder of any Notes, copies of the appraisals of each Mortgaged Property
obtained pursuant to Section 5.2.2 of the Credit Agreement.



(c) Paragraph 5E. Paragraph 5E of the Agreement is amended by adding “statutes,” in front of
the word “laws” in the first sentence of the Paragraph.



(d) Paragraph 5N. Paragraph 5N of the Agreement is amended by adding the following clause (iv)
to such Paragraph:



(iv) Within 60 days following the Second Amendment Date, (i) the Company shall
cause SMF to execute and deliver to the Collateral Agent such amendments to existing
Mortgages, in recordable form, as may be required by the Collateral Agent in the
reasonable exercise of its sole discretion in order to reflect of record that such
Mortgages secure all of the Obligations hereunder, and (ii) the Company (or SMF)
shall cause to be issued to the Collateral Agent such date-down endorsements (or
commitments for the issuance thereof) to the previously-issued title insurance
policies as may be required by the Collateral Agent in the reasonable exercise of
its sole discretion to verify that marketable title to the Mortgaged Properties
remains vested in SMF, free and clear of any Liens (other than Excepted Liens).



(e) Paragraph 50. Paragraph 5O of the Agreement is amended by replacing such Paragraph in its
entirety with the following:



5O. Rolling Stock. The Company shall at all times times maintain
satisfactory arrangements for the Collateral Agent, for the benefit of Secured
Parties, to have an Acceptable Security Interest in Rolling Stock representing at
least 85% of the current Net Orderly Liquidation Value of the Company’s Rolling
Stock. Such arrangements shall include (i) the Company’s execution and
delivery of such agreements as the Vehicle Title Service Company may reasonably
require, (ii) the Company’s delivery to the Vehicle Title Service Company of the
certificates of title covering Rolling Stock that, when combined with Rolling Stock
as to which perfection of the Collateral Agent’s has been accomplished through the
filing of financing statements pursuant to the UCC, represents at least 85% of the
Net Orderly Liquidation Value of the Company’s Rolling Stock and notation of the
Collateral Agent’s Lien on each certificate of title so delivered, and (iii) the
Company’s payment of the normal set-up and service charges of the Vehicle Title
Service Company and the filing fees payable in connection with the notation of the
Collateral Agent’s Lien on each certificate of title so delivered. Upon the request
of the Collateral Agent following the occurrence of any Default or Event of Default,
the Company will cooperate with the Vehicle Title Service Company in causing the
certificates of title on all Rolling Stock to be promptly delivered to the Vehicle
Title Service Company and in causing the Collateral Agent’s Lien to be noted on each
certificate of title.



(f) Paragraph 6A3. Paragraph 6A(3) of the Agreement is amended by replacing such Paragraph in
its entirety with the following:



6A(3) Reserved.



(g) Paragraph 6C. Paragraph 6C of the Agreement is amended by replacing clause (iv) of such
Paragraph in its entirety with the following:



(iv) obligations of the Company under this Agreement and the Notes, obligations
of the Company under the Credit Agreement and any refinancings, extensions, renewals
or replacements of such obligations of the Company under the Credit Agreement to the
extent the documents governing such refinanced Indebtedness do not contain terms,
conditions, covenants and events of default which are more restrictive than those
contained in the Credit Agreement;



(h) Paragraph 6D. Paragraph 6D of the Agreement is amended by (i) adding the following
subclause (C) to clause (viii) of such Paragraph, (ii) deleting subclauses (G), (I) and (J) of
clause (viii) and (iii) relettering the remaining subclauses in clause (viii):



(C) the total cash consideration paid in connection with such Acquisition and
all other Acquisitions subsequent to the Second Amendment Date does not exceed
$25,000,000 in the aggregate;



(i) Paragraph 8. Paragraph 8 of the Agreement is amended by adding the following Paragraph 8X



8X. Compliance With Laws. The Company and its Subsidiaries are in compliance
with the requirements of all statutes, laws, ordinances and governmental rules or
regulations to which each of them is subject, including Environmental and Safety
Laws, and all orders, writs, injunctions and decrees applicable to them or their
Properties, except in such instances in which (a) such requirement of statute, law,
ordinance, rule or regulation or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or (b) the
failure to comply therewith could not reasonably be expected to have any material
adverse effect on the business, property or assets, condition (financial or
otherwise) or operations of the Company and its Subsidiaries taken as a whole.



(j) Paragraph 8A. Paragraph 8A of the Agreement is amended by replacing such Paragraph with
the following:



8A. Organization; Authorization; Enforceability; No Contravention.



(i) The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware; each Subsidiary is duly
organized and validly existing in good standing under the laws of the jurisdiction
in which it is organized; and the Company has and each Subsidiary has the power to
own its respective Property and to carry on its respective business as now being
conducted. As of the date hereof, the only Subsidiaries of the Company are the
Existing Subsidiaries.



(ii) The execution, delivery and performance of this Agreement and the other
Note Documents to which the Company or any of its Subsidiaries is a party are within
the corporate or limited liability company power and authority of the Company and
each of its Subsidiaries (as applicable) and have been duly authorized by all
necessary corporate action by or on behalf of the Company and each of such
Subsidiaries. This Agreement and each of the other Note Documents to which the
Company or any of its Subsidiaries is a party has been duly executed and delivered
by the Company and each of such Subsidiaries and constitute their legal, valid and
binding obligations, enforceable against each of them in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in
equity or at law.



(iii) The execution, delivery and performance of this Agreement and the other
Note Documents do not and will not (a) contravene the terms of the articles or
certificate of incorporation, bylaws or other organizational documents of the
Company or any of its Subsidiaries, (b) violate any applicable statute, law, rule or
regulation or any order, injunction, writ, judgment or decree of any court or
governmental agency or authority or any arbitral award to which the Company or any
of its Subsidiaries is bound or to which any of their respective Properties is
subject, (c) violate or result in a default under any indenture, agreement or other
instrument binding upon the Company or any of its Subsidiaries or any of their
respective Properties, or give rise to a right thereunder to require any payment to
be made by the Company or any of its Subsidiaries, and (d) result in the creation or
imposition of any Lien on any Property of the Company or any of its Subsidiaries
(other than in favor of the Collateral Agent).



(k) Paragraph 8B. Paragraph 8B of the Agreement is amended by replacing the last sentence of
such Paragraph with the following:



There has been no material adverse change in the business, property or assets,
condition (financial or otherwise) operations or prospects of the Company and its
Subsidiaries taken as a whole since the end of the most recent fiscal year for which
financial statements have been furnished.



(l) Paragraph 10B. Paragraph 10B of the Agreement is amended by replacing the definitions of
“Borrowing Base”, “Credit Agreement”, “Security Agreement” and “Unfinanced Capital Expenditures” in
their entirety with the following:



“Borrowing Base” shall have the meaning specified in the Credit Agreement as in
effect on the Second Amendment Date.



“Credit Agreement” shall mean the Fourth Amended and Restated Credit Agreement,
dated as of the Second Amendment Date, among the Company, the lender parties thereto
and the Bank of Oklahoma, as agent for such lenders, as amended or otherwise
modified from time to time, and any credit facility replacing or refinancing such
Agreement.



“Security Agreement” shall mean the First Amended and Restated Security
Agreement, dated as of the Second Amendment Date, by and among the Company, SMF and
the Collateral Agent.



“Unfinanced Capital Expenditures” means, for any period of determination, all
Capital Expenditures of the Company and its Subsidiaries which are not funded with
borrowed money.



(m) Paragraph 10B. Paragraph 10B of the Agreement is further amended by adding the following
definition of “Second Amendment Date” in the appropriate alphabetical order:



“Second Amendment Date” means November 30, 2011.



(n) Paragraph 10B. Paragraph 10B of the Agreement is further amended by deleting the
definition of “Adjusted Leverage Ratio”.



(o) Paragraph 10C. Paragraph 10C of the Agreement is amended by replacing such Paragraph in
its entirety with the following:



10C. Accounting Principles, Terms and Determinations. References in this
Agreement to “GAAP” shall be deemed to refer to generally accepted accounting
principles in effect in the United States. Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all determinations with respect
to accounting matters hereunder shall be made, and all financial data, statements
and certificates and reports as to financial matters required to be furnished
hereunder (including financial ratios and other financial calculations) shall be
prepared, in accordance with GAAP applied on a basis consistent with the most recent
audited financial statements referred to in clause (i) of paragraph 8B. If at any
time any Accounting Change (as defined below) would affect the computation of any
financial ratio or other financial calculation set forth in this Agreement, (i) such
ratio or calculation shall continue to be made in accordance with GAAP as in effect
on January 1, 2008 and (ii) the Company shall provide to the holders of the Notes a
reconciliation between such ratio or calculation made before and after giving effect
to such Accounting Change. For purposes of this paragraph 10C, an “Accounting
Change” means (A) any change in accounting principles required by GAAP and
implemented by the Company, (B) any change in accounting principles recommended by
the Company’s independent accountants; and (C) any change in carrying value of the
Company’s or any of its Subsidiaries’ assets, liabilities or equity accounts
resulting from any adjustments that, in each case, were applicable to, but not
included in, the audited financial statements referred to in paragraph 8B. Without
limiting the foregoing, any changes to lease accounting that requires the assets and
liabilities arising under operating leases to be recognized in any statement of
financial position shall be excluded from such method of calculation for purposes
hereof. For purposes of determining compliance with the financial covenants
contained in this Agreement, including without limitation those set forth in
paragraph 6A, any election by the Company to measure an item of Indebtedness using
fair value (as permitted by Accounting Standards Codification 825-10 or any similar
accounting standard) shall be disregarded and such determination shall be made as
if such election had not been made.



(p) Officers Certificate. Schedule II to the Officer’s Certificate is amended by
replacing Section V of such Schedule with the following:



V. [Reserved].







2. Conditions to Effectiveness of this Amendment. This Amendment shall not become
effective, or legally binding on the parties to the Agreement, and neither the Company nor the
Noteholders shall have any rights under this Amendment, until (i) the Noteholders shall have
received reimbursement or payment of the costs and expenses of the Noteholders incurred in
connection with this Amendment or the Agreement (including reasonable fees, charges and
disbursements of King & Spalding LLP, counsel to the Noteholders) and (ii) the Noteholders shall
have received each of the following documents, in form and substance satisfactory to the
Noteholders:




(a) this Amendment, duly executed by the Company, the Guarantor and the Noteholders;




(b) an executed copy of the Credit Agreement and Security Agreement, as such terms are
defined herein, and an executed copy of any Bank Guaranty Agreement executed in connection
therewith;




(c) an Amendment to the Prudential Intercreditor Agreement, in form and substance
satisfactory to the Noteholders, duly executed by the Noteholders, the lenders party to the
Credit Agreement and the Collateral Agent.



3. Representations and Warranties. To induce the Noteholders to enter into
this Amendment, each of the Company and the Guarantor hereby represents and warrants that:



(a) It is a corporation or a limited liability company, as applicable, duly organized and
validly existing in good standing under the laws of the State of Delaware, each of its Subsidiaries
is duly organized and validly existing in good standing under the laws of the jurisdiction in which
it is organized, and each of the Company and its Subsidiaries has the power to own its respective
property and to carry on its respective business as now being conducted;



(b) The execution, delivery and performance by the Company and the Guarantor of this Amendment
and all other documents required under Section 2 above are within the corporate or limited
liability company powers of the Company and the Guarantor and have been duly authorized by all
necessary corporate or limited liability company action;



(c) Neither the execution nor delivery of this Amendment and all other documents required
under Section 2 above, nor fulfillment of nor compliance with the terms and provisions hereof will
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, or result in the creation of any Lien upon any of the
properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws
of the Company or any of its Subsidiaries, any award of any arbitrator of any agreement (including
any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or
regulation to which the Company or any of its Subsidiaries is subject;



(d) Each of this Amendment and all other documents required under Section 2 above constitutes
the valid and binding obligation of the Company and its Subsidiaries party thereto, enforceable in
accordance with its terms;



(e) All representations and warranties set forth in paragraph 8 of the Agreement are true and
correct in all material respects and no Default or Event of Default has occurred and is continuing;



(f) After giving effect to the transactions contemplated herein, (a) the fair value of the
property of each Credit Party is greater than the total amount of liabilities, including contingent
liabilities, of such Credit Party, (b) the present fair salable value of the assets of each Credit
Party is not less than the amount that will be required to pay the probable liability of such
Credit Party on its debts as they become absolute and matured, (c) no Credit Party intends to, nor
does not any Credit Party believe that it will, incur debts or liabilities beyond Credit Party’s
ability to pay such debts and liabilities as they mature, (d) such Credit Party is not engaged in
business or a transaction, and is not about to engage in business or a transaction, for which such
Credit Party’s property would constitute an unreasonably small capital, and (e) each Credit Party
is able to pay its debts and liabilities, contingent obligations and other commitments as they
mature in the ordinary course of business (the amount of contingent liabilities at any time
computed as the amount that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured liability).



4. Reaffirmation and Acknowledgment. The Guarantor consents to the
execution and delivery by the Company of this Amendment and ratifies and confirms the terms of the
Guaranty Agreement with respect to the indebtedness now or hereafter outstanding under the
Agreement as amended hereby and all promissory notes issued thereunder. The Guarantor acknowledges
that, notwithstanding anything to the contrary contained herein or in any other document evidencing
any indebtedness of the Company to the holders of the Notes or any other obligation of the Company,
or any actions now or hereafter taken by the holders of the Notes with respect to any obligation
of the Company, the Guaranty Agreement (i) is and shall continue to be a primary obligation of the
Guarantor, (ii) is and shall continue to be an absolute, unconditional, joint and several,
continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force
and effect in accordance with its terms. Nothing contained herein to the contrary shall release,
discharge, modify, change or affect the original liability of the Guarantor under the Guaranty
Agreement.



5. Effect of Amendment. Except as set forth expressly herein, all terms of
the Agreement, as amended hereby, and the other Note Documents shall be and remain in full force
and effect and shall constitute the legal, valid, binding and enforceable obligations of the
Company to all holders of the Notes. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy
of the holders of the Notes under the Agreement, nor constitute a waiver of any provision of the
Agreement. From and after the date hereof, all references to the Agreement shall mean the
Agreement as modified by this Amendment. This Amendment shall constitute a Note Document for all
purposes of the Agreement.



6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York and all applicable federal laws of the
United States of America.



7. No Novation. This Amendment is not intended by the parties to be, and
shall not be construed to be, a novation of the Agreement or an accord and satisfaction in regard
thereto.



8. Costs and Expenses. The Company agrees to pay on demand all costs and
expenses of the Noteholders in connection with the preparation, execution and delivery of this
Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside
counsel for the Noteholders with respect thereto.



9. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, each of which shall be deemed an original
and all of which, taken together, shall be deemed to constitute one and the same instrument.
Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic
mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.



10. Binding Nature. This Amendment shall be binding upon and inure to the
benefit of the Company, the Guarantor, the holders of the Notes and their respective successors,
successors-in-titles, and assigns.



11. Entire Understanding. This Amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein, and shall supersede any
prior negotiations or agreements, whether written or oral, with respect thereto.



12. Consent of the Noteholders. The Noteholders acknowledge and consent to
the execution, delivery and performance by the Company and the Guarantor of the Bank Amendment.



[Signature Pages To Follow]




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




COMPANY:




SAIA, INC.




By:        Name:

Title:





GUARANTOR:




SAIA MOTOR FREIGHT LINE, LLC




By:       

Name:

Title:





NOTEHOLDERS:



THE PRUDENTIAL INSURANCE COMPANY OF AMERICA




By:      

Vice President





PRUCO LIFE INSURANCE COMPANY




By:      

Vice President





PRUDENTIAL INVESTMENT MANAGEMENT, INC.




By:      

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:      

Vice President





SECURITY LIFE OF DENVER INSURANCE COMPANY (formerly
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:      

Vice President





PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY




By:      

Vice President





PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY



	 	 	 
	By:
	 	Prudential Investment Management, Inc.,

as investment manager








By:      

Vice President





UNITED OF OMAHA LIFE INSURANCE COMPANY




	 	 	 	By:
Prudential Private Placement Investors, L.P. (as
	 
	 	 	 	Investment Advisor)






	 	 	 	By:
Prudential Private Placement Investors, Inc. (as
its General Partner)






	 	 	 	By:      






	 	 	 	Vice
President






UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY




	 	 	 	By:
Prudential Investment Management, Inc., as
investment manager






	 	 	 	By:      






	 	 	 	Vice
President






ZURICH AMERICAN INSURANCE COMPANY




	 	 	 	By:
Prudential Private Placement Investors, L.P. (as
Investment Advisor)






	 	 	 	By:
Prudential Private Placement Investors, Inc. (as
its General Partner)






	 	 	 	By:      






	 	 	 	Vice
President