Us Xpress Enterprises Inc

US XPRESS ENTERPRISES INC

FORM 10-Q (Quarterly Report)

Filed 5/15/2000 For Period Ending 3/31/2000

Address 4080 JENKINS ROAD CHATTANOOGA, Tennessee 37421 Telephone 423-510-3000 CIK 0000923571 Industry Trucking Sector Transportation Fiscal Year 12/31 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended Commission file number March 31, 2000 0-24806 U.S. XPRESS ENTERPRISES, INC. (Exact name of registrant as specified in its charter)

NEVADA 62-1378182 (State or other jurisdiction of (I.R.S. employer identification no.) Incorporation or organization)

4080 Jenkins Road (423) 510-3000 CHATTANOOGA, TENNESSEE 37421 (Registrant's telephone no.) (Address of principal executive offices) (Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

As of March 31, 2000, 11,407,647 shares of the registrant's Class A common stock, par value $.01 per share, and 3,040,262 shares of Class B common stock, par value $.01 per share, were outstanding.

Page 1 of 17 U.S. XPRESS ENTERPRISES, INC.

INDEX

Page No. ------

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements...... 3 ------

Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999...... 4

Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999...... 5

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999...... 7

Notes to Consolidated Financial Statements...... 8

Item 2. Management's Discussion and Analysis of ------Financial Condition and Results of Operations...... 11

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K...... 16 ------SIGNATURES...... 17

2 U.S. XPRESS ENTERPRISES, INC.

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

The interim consolidated financial statements contained herein reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the financial condition and results of operations for the periods presented. They have been prepared by the Company, without audit, in accordance with the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

Operating results for the three months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of items that are of a normal recurring nature.

These interim consolidated financial statements should be read in conjunction with the Company's latest annual consolidated financial statements (which are included in the 1999 Annual Report to Stockholders in the Company's Form 10-K filed with the Securities and Exchange Commission on March 30, 2000).

3 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) (Unaudited)

Three Months Ended March 31, ------2000 1999 ------Operating Revenue $191,841 $161,266 ------

Operating Expenses: Salaries, wages and benefits 71,575 63,388 Fuel and fuel taxes 33,867 21,379 Vehicle rents 14,860 11,900 Depreciation and amortization, net of gain on sale 7,868 6,902 Purchased transportation 25,257 19,294 Operating expense and supplies 11,546 9,891 Insurance premiums and claims 7,633 5,382 Operating taxes and licenses 3,386 3,048 Communications and utilities 3,032 2,970 General and other operating 7,975 7,753 ------Total operating expenses 186,999 151,907 ------

Income from Operations 4,842 9,359

Interest Expense, net 3,395 3,165 ------

Income Before Income Taxes 1,447 6,194

Income Taxes 579 2,477 ------

Net Income $ 868 $ 3,717 ======

Earnings Per Share - basic $ 0.06 $ 0.25 ======

Weighted average shares - basic 14,523 14,963 ======

Earnings Per Share - diluted $ 0.06 $ 0.25 ======

Weighted average shares - diluted 14,582 15,068 ======

(See accompanying Notes to Consolidated Financial Statements)

4 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands)

March 31, 2000 December 31, 1999 ------(Unaudited) Assets ------

Current Assets: Cash and cash equivalents $ 107 $ 259 Customer receivables, net of allowance 97,878 101,870 Other receivables 7,211 9,807 Prepaid insurance and licenses 9,872 2,078 Operating and installation supplies 5,984 6,078 Deferred income taxes 2,148 2,148 Other current assets 5,125 2,092 ------Total current assets 128,325 124,332 ------

Property and Equipment, at cost: Land and buildings 10,429 10,377 Revenue and service equipment 237,740 223,991 Furniture and equipment 19,526 19,169 Leasehold improvements 24,301 22,343 ------291,996 275,880 Less accumulated depreciation and amortization (75,777) (69,547) ------Net property and equipment 216,219 206,333 ------

Other Assets: Goodwill, net 69,658 70,161 Other 11,402 8,211 ------Total other assets 81,060 78,372 ------

Total Assets $425,604 $409,037 ======

(See accompanying Notes to Consolidated Financial Statements)

5 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands Except Share Data)

March 31, 2000 December 31, 1999 ------(Unaudited) Liabilities and Stockholders' Equity ------

Current Liabilities: Accounts payable $ 20,822 $ 17,442 Accrued wages and benefits 9,618 7,268 Claims and insurance accruals 2,329 5,530 Other accrued liabilities 4,582 5,074 Current maturities of long-term debt 5,128 1,182 ------Total current liabilities 42,479 36,496 ------

Long-Term Debt, net of current maturities 191,409 181,256 ------

Deferred Income Taxes 26,816 26,526 ------

Other Long-Term Liabilities 3,018 3,232 ------

Stockholders' Equity:

Preferred stock, $.01 par value, 2,000,000 shares authorized, no shares issued -- -- Common stock Class A, $.01 par value, 30,000,000 shares authorized, 13,120,136 and 13,087,545 shares issued and outstanding at March 31, 2000 and December 31, 1999, respectively 131 131 Common stock Class B, $.01 par value, 7,500,000 shares authorized, 3,040,262 shares issued and outstanding at March 31, 2000 and December 31, 1999 30 30 Additional paid-in capital 104,465 104,259 Retained earnings 75,600 74,732 Treasury Stock Class A, at cost (1,712,489 and 1,619,289 shares at March 31, 2000 and December 31, 1999) (18,111) (17,392) Notes receivable from stockholders (233) (233) ------Total stockholders' equity 161,882 161,527 ------Total Liabilities and Stockholders' Equity $425,604 $409,037 ======

(See accompanying Notes to Consolidated Financial Statements)

6 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Three Months Ended March 31, ------2000 1999 ------Cash Flows from Operating Activities: Net Income $ 868 $ 3,717 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Deferred income tax provision 290 1,239 Depreciation and amortization 8,064 7,387 Gain on sale of equipment (197) (485) Change in operating assets and liabilities, net of acquisitions: Receivables 5,044 3,388 Prepaid insurance and licenses (7,795) (6,947) Operating and installation supplies 96 336 Other assets (5,086) (3,613) Accounts payable and other accrued liabilities (209) (10,629) Accrued wages and benefits 2,350 2,348 Other 12 4 ------Net cash provided by (used in) operating activities 3,437 (3,255) ------

Cash Flows from Investing Activities: Payments for purchase of property and equipment (21,208) (13,342) Proceeds from sales of property and equipment 3,867 18,196 ------Net cash provided by (used in) investing activities (17,341) 4,854 ------

Cash Flows from Financing Activities: Net borrowing (payments) under lines of credit 14,972 (4,000) Payment of long-term debt (873) (214) Proceeds from issuance of common stock, net 194 124 Purchase of Class A Common Stock (541) ------Net cash provided by (used in) financing activities 13,752 (4,090) ------Net Decrease in Cash and Cash Equivalents (152) (2,491) Cash and Cash Equivalents, beginning of period 259 6,613 ------Cash and Cash Equivalents, end of period $ 107 $ 4,122 ------SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for interest $ 3,588 $ 2,826 Cash paid during the period for income taxes $ 104 $ 3,613

(See accompanying Notes to Consolidated Financial Statements)

7 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Organization and Operations

U.S. Xpress Enterprises, Inc. (the "Company") provides transportation and logistics services through two business segments. U.S. Xpress, Inc. ("U.S. Xpress") is a truckload carrier serving the continental United States and parts of Canada and Mexico. CSI/Crown, Inc. ("CSI/Crown") provides transportation services to the floorcovering industry.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated.

Property and Equipment

Property and equipment is carried at cost. Depreciation and amortization of property and equipment is computed using the straight-line method for financial reporting purposes and accelerated methods for tax purposes over the estimated useful lives of the related assets (net of salvage value) as follows:

Buildings 10-30 years Revenue and service equipment 3-7 years Furniture and equipment 3-7 years Leasehold improvements 5-6 years

Expenditures for normal maintenance and repairs are expensed. Renewals or betterments that affect the nature of an asset or increase its useful life are capitalized.

Earnings Per Share

The difference in basic and diluted EPS is due to the assumed conversion of outstanding options resulting in approximately 59,000 and 105,000 equivalent shares in the three month period ended March 31, 2000 and 1999, respectively.

Reclassifications

Certain reclassifications have been made in the 1999 financial statements to conform to the 2000 presentation.

8 3. Commitments and Contingencies

The Company is party to certain legal proceedings incidental to its business. The ultimate disposition of these matters, in the opinion of management, based in part on the advice of legal counsel, will not have a material adverse effect on the Company's financial position or results of operations.

The Company has letters of credit of $7,966,000 outstanding at March 31, 2000. The letters of credit are maintained primarily to support the Company's insurance program.

4. Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. The Statement establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. The Statement requires that changes in the derivative's fair value be recognized currently in earnings, unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting.

As amended by SFAS No. 137, Statement 133 is effective for fiscal years beginning after June 15, 2000. A company may also implement the Statement as of the beginning of any fiscal quarter after issuance. Statement 133 cannot be applied retroactively. Statement 133 must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid contracts that were issued, acquired or substantively modified after December 31, 1997 (and, at the Company's election, before January 1, 1998).

The Statement could increase the volatility in earnings and other comprehensive income, however, based on the Company's current and anticipated level of derivative instruments and hedging activities, the Company does not believe the impact would be material.

5. Recent Events

The Company entered into an agreement with five other large nationwide transportation companies - Covenant Transport, Inc.; J.B. Hunt Transport Services, Inc.; M.S. Carriers, Inc.; Swift Transportation Co., Inc.; and Werner Enterprises, Inc. - pursuant to which the parties agreed to merge their logistics business units into a commonly-owned, Internet based transportation logistics company, to be named Transplace.com. As planned, the Company would hold a 13% interest in the newly-formed logistics company. The other owners would have the following equity interests Covenant, 13%; J.B. Hunt, 28%; M.S. Carriers, 14%; Swift, 16%; and Werner, 16%.

9 6. Operating Segments

The Company has two reportable segments based on the types of services it provides to its customers: U.S. Xpress, which provides truckload operations and related logistics services throughout the continental United States and parts of Canada and Mexico, and CSI/Crown, which provides transportation services to the floorcovering industry. All intersegment sales prices are market based. The Company evaluates performance based on operating income of the respective business units.

U.S. Xpress CSI/Crown Consolidated ------Three Months Ended March 31, 2000 ------Revenues - external customers $178,485 $13,356 $191,841 Intersegment revenues 1,288 - 1,288 Operating income 4,422 420 4,842 Total assets 406,495 19,109 425,604

Three Months Ended March 31, 1999 ------Revenues - external customers $147,132 $14,134 $161,266 Intersegment revenues 1,240 - 1,240 Operating income 9,091 268 9,359 Total assets 402,439 19,242 421,681

The difference in consolidated operating income as shown above and consolidated income before income tax provision on the consolidated statements of operations is net interest expense of $3,395 and $3,165 for the three months ended March 31, 2000 and 1999, respectively.

10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Results of Operations

The following table sets forth, for the periods indicated, the components of the consolidated statements of operations expressed as a percentage of operating revenue:

Three Months Ended March 31, ------2000 1999 ------Operating Revenue 100.0% 100.0% ------

Operating Expenses: Salaries, wages and benefits 37.3 39.3 Fuel and fuel taxes 17.7 13.3 Vehicle rents 7.7 7.4 Depreciation & amortization, net of gain on sale 4.1 4.3 Purchased transportation 13.2 12.0 Operating expense & supplies 6.0 6.1 Insurance premiums & claims 4.0 3.3 Operating taxes & licenses 1.8 1.9 Communications & utilities 1.6 1.8 General & other operating 4.1 4.8 ------Total operating expenses 97.5 94.2 ------

Income from Operations 2.5 5.8

Interest Expense, net 1.7 2.0 ------

Income before income taxes 0.8 3.8

Income Taxes 0.3 1.5 ------

Net Income 0.5% 2.3% ======

11 Comparison of the Three Months Ended March 31, 2000 to the Three Months Ended March 31, 1999

Operating revenue during the three-month period ended March 31, 2000 increased $30.6 million, or 18.9%, to $191.8 million, compared to $161.3 million during the same period in 1999. U.S. Xpress revenue increased $31.4 million or 21.3%, due primarily to a 20.7% increase in revenue miles and a $5.2 million increase in fuel surcharge revenue. Revenue miles increased due to an increase in the average number of tractors by 339, or 7.4%, to 4,906 from 4,567 and a 10.7% increase in utilization as measured in miles per tractor per week. CSI/Crown revenues decreased $.8 resulting in part from the closure of certain non-performing facilities.

Operating expenses represented 97.5% of operating revenue for the three months ended March 31, 2000, compared to 94.2% during the same period in 1999.

Salaries, wages and benefits as a percentage of revenue were 37.3% during the three months ended March 31, 2000, compared to 39.3% during the same period in 1999. The decrease was primarily attributable to an increase in the number of owner-operators to 675 at March 31, 2000, compared to 488 at March 31, 1999. All owner-operator expenses are reflected as purchased transportation. CSI/Crown salaries, wages and benefits decreased 6.5% during the three months ended March 31, 2000, compared to the same period in 1999 due to the facility closures described above and efficiencies gained through a new bar-coding process.

Fuel and fuel taxes as a percentage of operating revenue were 17.7% during the three months ended March 31, 2000, compared to 13.3% during the same period in 1999. This increase was due to the significant increase in fuel prices in the three months ended March 31, 2000, compared to the same period in 1999, which increased the Company's fuel expense by $9.0 million. The price of fuel increased approximately 37.0%. The Company's exposure to increases in fuel prices is managed by fuel surcharges to its customers and, on a limited basis, by hedges against fluctuations in fuel prices.

Vehicle rents as a percentage of operating revenue were 7.7% during the three months ended March 31, 2000, compared to 7.4% during the same period of 1999. Depreciation and amortization as a percentage of operating revenue was 4.1% for the three months ended March 31, 2000, compared to 4.3% during the same period of 1999. The Company includes gains and losses from the sale of revenue equipment in depreciation expense. Net gains from the sale of revenue equipment for the three months ended March 31, 2000 were $.2 million compared to a gain of $.5 million for the same period in 1999. Overall, as a percentage of operating revenue, vehicle rents and depreciation were 11.8% during the three months ended March 31, 2000, compared to 11.7% during the same period in 1999.

Purchased transportation as a percentage of operating revenue was 13.2% during the three months ended March 31, 2000, compared to 12.0% during the same period in 1999. The increase was primarily due to an increase of the Company's owner-operator fleet to 675 as of March 31, 2000 from 488 as of March 31, 1999. Owner-operators provide a tractor and driver

12 incurring substantially all of their operating expenses in exchange for a fixed payment per mile, which is included in purchased transportation. Owner-operator miles increased to 22.7 million miles in the three months ended March 31, 2000 compared to 14.5 million miles during the same period in 1999.

Insurance premiums & claims as percentage of operating revenue was 4.0% during the three months ended March 31, 2000, compared to 3.3% during the same period in 1999. The increase is due primarily to increases in claims and losses related to cargo and physical damage.

General and other operating expenses as a percentage of operating revenue were 4.1% during the three months ended March 31, 2000, compared to 4.8% during the same period in 1999. This decrease was primarily due to the 18.9% increase in revenue, while many expenses included in general and other operating expenses are relatively fixed.

Income from operations for the three months ended March 31, 2000 decreased $4.5 million, or 48.0%, to $4.8 million from $9.4 million during the same period in 1999. As a percentage of operating revenue, income from operations was 2.5% for the three months ended March 31, 2000 and 5.8% for the same period in 1999.

13 Liquidity and Capital Resources

The Company's primary sources of liquidity and capital resources during the three month period ended March 31, 2000 were funds provided by operations, borrowings under lines of credit, proceeds from sales of used revenue equipment, and the use of long-term operating leases for revenue equipment acquisitions. At March 31, 2000, the Company had in place a $225.0 million credit facility with a group of banks with a weighted-average interest rate of 7.9%, of which $28.1 million was available for borrowing. The loan matures January 15, 2002. Interest on outstanding borrowings is based on the London Interbank Offered rate plus applicable margins as defined in the credit agreement. The Company also had a $10.0 million credit facility at March 31, 2000, of which $6.0 million was available for borrowing. In 2000, the Company's primary sources of liquidity are expected to be funds provided by operations, borrowings under lines of credit, proceeds from sale of used revenue equipment and long-term operating lease financing for the acquisition of revenue equipment.

Cash provided by operations was $3.4 million during the three months ended March 31, 2000, compared to cash used in operations of $3.3 million during the same period last year. Net cash used in investment activities was $17.3 million in the three months ended March 31, 2000, compared to cash provided by investing activities of $4.9 million during the same period in 1999. Of the cash used in investment activities, $21.2 million was used to acquire additional property and equipment for the three months ended March 31, 2000, compared to $13.3 million during the same period of 1999. Net cash provided by financing activities was $13.8 million during the three months ended March 31, 2000, compared to cash used in financing activities of $4.1 million during the same period of 1999.

During the quarter, the Board of Directors authorized the repurchase of up to $10 million of the Company's outstanding common stock. As of March 31, 2000, the Company has acquired 93,200 common shares under the program at an average price of $7.67 per share.

Management believes that funds provided by operations, available borrowings under the Company's existing line of credit and long-term operating lease financing will be sufficient to fund its cash needs and anticipated capital expenditures through at least the next twelve months.

Inflation

Inflation has not had a material effect on the Company's results of operations or financial condition during the past three years. However, inflation higher than experienced during the past three years could have an adverse effect on the Company's future results.

Seasonality

In the trucking industry, revenue generally shows a seasonal pattern as customers reduce shipments during and after the winter holiday season and its inherent weather variations. The Company's operating expenses also have historically been higher in the winter weather.

14 Year 2000 Compliance

The Company has completed all Year 2000 modifications to its software and operating systems. The Company has not experienced any interruption of service from suppliers or to customers resulting from Year 2000 system issues. In the event that any of the Company's significant suppliers or customers have not successfully achieved Year 2000 compliance, the Company's business or operations could be adversely affected. The costs to the Company in achieving Year 2000 compliance were not material.

This report may contain forward-looking statements relating to future events or the future financial performance of the Company. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements may include, but not be limited to, projections of revenues, income or loss, capital expenditures, acquisitions, plans for growth and future operations, financing needs or plans or intentions relating to acquisitions by the Company, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements.

15 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibit

10.35 First Amendment to Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein

10.36 Second Amendment to Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein

10.37 Third Amendment to Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein

10.38 Fourth Amendment to Credit Agreement dated as of January 15, 1998 among U.S. Xpress Enterprises, Inc., Wachovia Bank, N.A., NationsBank, N.A., BankBoston, N.A., SunTrust Bank, Chattanooga, N.A. and the banks listed therein

27 Financial Data Schedule (for SEC use only)

(b) Reports on Form 8-K

No reports were filed on Form 8 -K during the three months ended March 31, 2000.

16 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

U.S. XPRESS ENTERPRISES, INC. (Registrant)

Date: May 15, 2000 By: /s/ Patrick E. Quinn ------Patrick E. Quinn President

Date: May 15, 2000 By: /s/ Ray M. Harlin ------Ray M. Harlin Principal Financial Officer

17 FIRST AMENDMENT TO CREDIT AGREEMENT

This First Amendment to Credit Agreement (this "Amendment") is dated as of August 11, 1998 and entered into by and among U.S. XPRESS ENTERPRISES, INC.(the "Borrower"), the BANKS listed on the signature pages hereof (the "Lenders"), WACHOVIA BANK, N.A., as Administrative Agent, NATIONSBANK, N.A., as Syndication Agent, BANKBOSTON, N.A.,as Documentation Agent, and SUNTRUST BANK, CHATTANOOGA, N.A., as Co-Agent.

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to that certain Credit Agreement, dated as of January 15, 1998 (the "Credit Agreement"); and

WHEREAS, the Borrower has requested that the Lenders increase the Commitments under the Credit Agreement, modify the provisions of the Credit Agreement concerning acquisitions, and make certain other changes in the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments. The terms of the Credit Agreement are hereby amended as follows:

(a) Definitions. Section 1.1 of the Credit Agreement is amended by deleting therefrom the definitions of "Commitment" and "Commitment Share" and adding thereto the following defined terms:

"Commitment" means, with respect to each Bank, (i) the amount set forth opposite the name of such Bank on the schedule below, and (ii) as to any Bank which enters into any Assignment and Acceptance (whether as transferor Bank or as Assignee thereunder), the amount of such Bank's Commitment after giving effect to such Assignment and Acceptance, in each case as such amount may be reduced from time to time pursuant to Sections 2.07 and 2.08, and "Commitment Share" means the percentage of the total Commitment set forth opposite the name of such Bank on the schedule below, as such percentage may be adjusted from time to time pursuant to Section 10.08(c): Bank Commitment Commitment Share ------

Wachovia Bank, N.A. $ 33,750,000 15%

SunTrust Bank, Chattanooga, N.A. $ 30,937,500 13.75%

NationsBank, N.A. $ 30,937,500 13.75%

BankBoston, N.A. $ 30,937,500 13.75%

AmSouth Bank $ 26,000,000 11.56%

Bank of America National Trust & Savings Association $ 17,437,500 7.75%

Chase Bank of Texas, National Association, f/k/a Texas Commerce Bank National Association $ 17,437,500 7.75%

ABN-Amro Bank, N.A. $ 17,437,500 7.75%

First American National Bank $ 11,687,500 5.19%

First Tennessee Bank, N.A. $ 8,437,500 3.75%

TOTAL COMMITMENT $225,000,000 100%

(b) Representation and Warranty as to Year 2000 Compliance. A new Section 5.19 is added to the Credit Agreement as follows:

"Section 5.19. Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within its and each of its Subsidiaries' business and operations (including those affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications used by the Borrower or any of its Subsidiaries (or its suppliers and vendors) may be unable to recognize and perform properly date- sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan in accordance with that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to its or any of its Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and after January 1, 2000 (that is,

2 be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have Material Adverse Effect."

(c) Limitation on Acquisitions. Section 6.25(a) of the Credit Agreement is deleted in its entirety and the following is substituted therefore:

"(a) during calendar year 1998, the Borrower may acquire all of the outstanding capital stock of Victory Express, Inc. and of PST Vans, Inc., provided that the acquisition of the capital stock of PST Vans, Inc. is on the terms and conditions set forth in that certain Agreement and Plan of Merger dated as July 7, 1998, by and among PST Vans, Inc., U.S. Xpress Enterprises, Inc., and PST Acquisition Corp., and further provided that for any Fiscal Year thereafter the aggregate total consideration for all such acquisitions shall not exceed $75,000,000."

(d) Covenant as to Year 2000 Compliance. A new Section 6.27 is added to the Credit Agreement as follows:

"Section 6.27. Year 2000 Compliance. The Borrower will promptly notify the Agent in the event the Borrower discovers or determines that any computer application (including those of its suppliers and vendors) that is material to its or any of its Subsidiaries' business and operations will not be Year 2000 compliant on a timely basis, except to the extent that such failure could not reasonably be expected to have a Material Adverse Effect."

Section 2. Replacement of Revolving Loan Notes. The Revolving Loan Note previously delivered by the Borrower to each Lender shall be replaced by the execution and delivery of an Amended Revolving Loan Note, in form and substance as set forth on Exhibit A-1 hereto, which Amended Note shall reflect the increased Commitment from each Lender to the Borrower.

Section 3. Conditions Precedent. This First Amendment and the obligations of the Lenders evidenced hereunder shall not be effective until the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory in form and substance to the Administrative Agent:

(a) The Amended Revolving Loan Notes complying with the terms of this Amendment, duly executed and delivered by the Borrower;

(b) Certified copies of all necessary action taken by the Borrower to authorize the execution, delivery and performance of this Amendment and the Revolving Loan Notes;

(c) Certificates of Incumbency and specimen signatures signed by the appropriate authenticating person with respect to each of the officers or other persons of the Borrower who are authorized to execute and deliver this Amendment and the Amended Revolving Loan Notes;

3 (d) A Reaffirmation of Guaranty from each Subsidiary in substantially the form of Exhibit B-1 hereto;

(e) A Certificate executed by the Chief Executive Officer or Chief Financial Officer of the Borrower stating that, to the best of his knowledge and based upon an examination sufficient to enable him to make an informed statement, (i) all of the representations and warranties made or deemed to be made under the Credit Agreement are materially true and correct as of the date of this First Amendment to Credit Agreement, and

(ii) no Default or Event of Default exists;

(f) A fully executed copy of the Agreement and Plan of Merger dated as July 7, 1998, by and among PST Vans, Inc., U.S. Xpress Enterprises, Inc., and PST Acquisition Corp., certified by the Chief Executive Officer of the Borrower as being in full force and effect; and

(g) The opinion of Miller & Martin, counsel to the Borrower, addressed to the Lenders and the Agents and in form and substance satisfactory to the Administrative Agent.

Section 4. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(a) On and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement," "thereunder," "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.

Section 5. Miscellaneous.

(a) Section and Subsection Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

(b) Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Georgia.

4 (c) Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto and separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts taken together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment shall become effective upon the execution of a counterpart hereof by the Borrower and the Required Lenders and receipt by the Borrower and the Administrative Agent of written or telephonic notification of such execution and authorization or delivery thereof.

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

U.S. XPRESS ENTERPRISES, INC.

By:

Title:

WACHOVIA BANK, N.A., as Lender and Administrative Agent

By:

Title:

By: Title:

NATIONSBANK, N.A., as Lender and Syndication Agent

By:

Title:

5 BANKBOSTON, N.A., as Lender and Documentation Agent

By:

Title:

By: Title:

SUNTRUST BANK, CHATTANOOGA, N.A. as Lender and Co-Agent

By:

Title:

AMSOUTH BANK

By:

Title:

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION f/k/a Texas Commerce Bank National Association

By:

Title:

BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION

By:

Title:

6 ABN-AMRO BANK, N.A.

By:

Title:

FIRST AMERICAN NATIONAL BANK

By:

Title:

FIRST TENNESSEE BANK, N.A.

By:

Title:

[Final signature page to First Amendment]

7 SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (this "Amendment") is dated as of August 28, 1998 and entered into by and among U.S. XPRESS ENTERPRISES, INC.(the "Borrower"), the BANKS listed on the signature pages hereof (the "Lenders"), WACHOVIA BANK, N.A., as Administrative Agent, NATIONSBANK, N.A., as Syndication Agent, BANKBOSTON, N.A.,as Documentation Agent, and SUNTRUST BANK, CHATTANOOGA, N.A., as Co-Agent.

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to permit certain Restricted Payments to be made;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendment. The terms of the Credit Agreement are hereby amended by deleting Section 6.15 of the Credit Agreement in its entirety and substituting the following therefore:

"SECTION 6.15. Restricted Payments. The Borrower will not declare or make any Restricted Payment unless, after giving effect thereto, (a) the aggregate of all Restricted Payments declared or made since the Closing Date does not exceed an amount equal to the sum of (i)$1,000,000 plus (ii) 25% of cumulative Consolidated Net Income since the Closing Date, and (b) no Default shall be in existence or be created thereby; provided that the Borrower may, prior to December 31, 1998 and so long as no Default shall be in existence or be created thereby, repurchase up to 750,000 shares of its Class A common stock at a price per share not to exceed $16.00, and any such repurchase shall be excluded from the computations of this Section 6.15."

Section 2. Conditions Precedent. This Second Amendment and the obligations of the Lenders evidenced hereunder shall not be effective until the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory in form and substance to the Administrative Agent: (a) A Reaffirmation of Guaranty from each Subsidiary in substantially the form of Exhibit A-1 hereto; and

(b) A Certificate executed by the Chief Executive Officer or Chief Financial Officer of the Borrower stating that, to the best of his knowledge and based upon an examination sufficient to enable him to make an informed statement, (i) all of the representations and warranties made or deemed to be made under the Credit Agreement are materially true and correct as of the date of this Second Amendment to Credit Agreement, and (ii) no Default or Event of Default exists.

Section 3. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(b) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

Section 4. Miscellaneous.

(c) Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto and separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts taken together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment shall become effective upon the execution of a counterpart hereof by the Borrower and the Required Lenders and receipt by the Borrower and the Administrative Agent of written or telephonic notification of such execution and authorization or delivery thereof.

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

U.S. XPRESS ENTERPRISES, INC.

By: ______Title:

WACHOVIA BANK, N.A., as Lender and Administrative Agent

By: ______Title:

NATIONSBANK, N.A., as Lender and Syndication Agent

By: ______Title:

BANKBOSTON, N.A., as Lender and Documentation Agent

By: ______Title:

3 SUNTRUST BANK, CHATTANOOGA, N.A. as Lender and Co-Agent

By: ______Title:

AMSOUTH BANK

By: ______Title:

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION f/k/a Texas Commerce Bank National Association

By: ______Title:

BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION

By: ______Title:

ABN-AMRO BANK, N.A.

By: ______Title:

FIRST AMERICAN NATIONAL BANK

By: ______Title:

FIRST TENNESSEE BANK, N.A.

By: ______Title:

4 EXHIBIT A-1

REAFFIRMATION OF GUARANTY

THIS REAFFIRMATION OF GUARANTY dated as of August 28, 1998 executed and delivered by U.S. Xpress, Inc., a Nevada corporation, CSI/Crown, Inc., a Georgia corporation, JTI, Inc., a Tennessee corporation, Xpress Air, Inc., a Tennessee corporation, U.S. Xpress Leasing, Inc., a Tennessee corporation, PST Acquisition Corp., a Nevada corporation, and Victory Express, Inc., a Ohio corporation, (each a "Guarantor", and collectively, the "Guarantors"), in favor of the Administrative Agent, for the ratable benefit of the Banks, under the Credit Agreement referred to below;

WHEREAS, pursuant to that certain Credit Agreement dated as of January 15, 1998 (as the same may be amended, modified, supplemented or extended from time to time, the "Credit Agreement") by and among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the "Borrower") and WACHOVIA BANK, N.A., as Administrative Agent (the "Administrative Agent"), NATIONSBANK, N.A., as Syndication Agent, BANKBOSTON, N.A., as Documentation Agent, and SUNTRUST BANK, CHATTANOOGA, N.A., as Co-Agent and certain other Banks from time to time party thereto, the Banks have made available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, in connection with the Credit Agreement, each Guarantor executed and delivered a Guaranty dated as of January 15, 1998 (the "Guaranty") in favor of the Administrative Agent, providing for each such Guarantor's joint and several guaranty of repayment of an amount of the indebtedness and obligations of the Borrowers owing to the Administrative Agent and the Banks equal to the "Guaranteed Obligations" as that term is defined in the Guaranty;

WHEREAS, the Borrower, the Banks, and the Administrative Agent have entered into that certain Second Amendment to Credit Agreement dated as of the date hereof (the "Amendment"), to permit certain Restricted Payments by the Borrower;

WHEREAS, each Guarantor has reviewed the Amendment;

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that each Guarantor execute and deliver this Reaffirmation of Guaranty;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each Guarantor hereby acknowledges, each Guarantor hereby agrees as follows:

5 Agreement, any of the other Loan Documents, or any collateral thereunder, shall in any way affect the validity and enforceability of the Guaranty or reduce, impair or discharge the obligations of the Guarantor thereunder.

Section 2. References. Each Guarantor agrees that each reference to the Credit Agreement or any of the other Loan Documents shall be deemed to be a reference to the Credit Agreement or such other Loan Document as amended by the Amendment, and as each may from time to time be further amended, supplemented, restated or otherwise modified in the future by one or more other written amendments or supplemental or modification agreements entered into pursuant to the applicable provisions of the respective Loan Document.

Section 3. Defined Terms. Terms not otherwise defined herein are used herein as defined in the Credit Agreement.

IN WITNESS WHEREOF, this Reaffirmation of Guaranty is signed, sealed and delivered as of the date first written above.

U.S. XPRESS, INC.

By: ______Title:

CSI/CROWN, INC.

By: ______Title:

JTI, INC.

By: ______Title:

6 XPRESS AIR, INC.

By: ______Title:

U. S. XPRESS LEASING, INC.

By: ______Title:

PST ACQUISITION CORP.

By: ______Title:

VICTORY EXPRESS, INC.

By: ______Title:

7 THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is dated as of the 22nd day of February, 2000 and entered into by and among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the "Borrower"), the BANKS listed on the signature pages hereof (the "Lenders"), WACHOVIA BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., f/k/a NationsBank, N.A. as Syndication Agent, BANKBOSTON, N.A., as documentation Agent, and SUNTRUST BANK, successor in interest to SunTrust Bank, Chattanooga, as Co-Agent (collectively, the "Agents").

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to that certain Credit Agreement, dated as of January 15, 1998, as amended by that certain First Amendment to Credit Agreement dated as of August 11, 1998, and as further amended by that certain Second Amendment to Credit Agreement dated as of August 28, 1998 (as such Credit Agreement may be amended from time to time, the "Credit Agreement"); and

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to permit certain Restricted Payments by the Borrower and to modify certain other covenants contained in the Credit Agreement;

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Borrower, the Agents and the Lenders hereby agree as follows:

1. Amendments.

(a) Section 2.05(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 2.05. Interest Rates. (a) "Applicable Margin" means: (i) for the period commencing on February 22, 2000, to and including the next Performance Pricing Determination Date, (x) for any Base Rate Loan, 0.00%, and (y) for any Euro-Dollar Loan, 1.75%; and

(ii) from and after such next Performance Pricing Determination Date, (x) for any Base Rate Loan, 0.00%, (y) for each Euro-Dollar Loan, the percentage determined on each Performance Pricing Determination Date by reference to the table set forth below as to the ratio of Consolidated Total Adjusted Debt to Consolidated EBILTDA for the quarterly or annual period ending immediately prior to such Performance Pricing Determination Date.

Ratio Applicable Margin ------

Less than or equal to 1.50 to 1.00 0.75%

Greater than 1.50 to 1.00 but Ratio Applicable Margin ------

Less than or equal to 2.00 to 1.00 1.00%

Greater than 2.00 to 1.00 but Less than or equal to 2.50 to 1.00 1.375%

Greater than 2.50 to 1.00 but Less than or equal to 3.00 to 1.00 1.75%

Greater than 3.00 2.25%

In determining interest for purposes of this Section 2.05 and fees for purposes of Section 2.06, the Borrower and the Banks shall refer to the Borrower's most recent consolidated quarterly and annual (as the case may be) financial statements delivered pursuant to Section 6.01(a) or (b), as the case may be. If such financial statements require a change in interest pursuant to this Section 2.05 or fees pursuant to Section 2.06, the Borrower shall deliver to the Administrative Agent, along with such financial statements, a notice to that effect, which notice shall set forth in reasonable detail the calculations supporting the required change. The "Performance Pricing Determination Date" is the date which is the last date on which such financial statements are permitted to be delivered pursuant to Section 6.01(a) or (b), as applicable. Any such required change in interest and fees shall become effective on such Performance Pricing Determination Date, and shall be in effect until the next performance Pricing Determination Date, provided that: (i) changes in interest shall only be effective for Interest Periods commencing on or after the Performance Pricing Determination Date; and (ii) no fees or interest shall be decreased pursuant to this Section 2.05 or Section 2.06 if a Default is in existence on the Performance Pricing Determination Date.

(b) Section 2.06(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 2.06. Fees. (a) The Borrower shall pay to the Administrative

Agent, for the ratable account of each Bank, a commitment fee, calculated in the manner provided in the last paragraph of Section 2.05(a)(ii), on the average daily amount of such Bank's Unused Commitment, at a rate per annum equal to: (i) for the period commencing on February 22, 2000, to and including the next Performance Pricing Determination Date, 0.375%; and (ii) from and after such next Performance Pricing Determination Date, the percentage determined on each Performance Pricing Determination Date by reference to the table set forth below as to the ratio of Consolidated Total Adjusted Debt to Consolidated EBILTDA for the quarterly or annual period ending immediately prior to such Performance Pricing Determination Date:

Ratio Commitment Fee ------

Less than or equal to 1.50 to 1.00 0.20%

Greater than 1.50 to 1.00 but Less than or equal to 2.00 to 1.00 0.25%

Greater than 2.00 to 1.00 but Less than or equal to 2.50 to 1.00 0.30%

Greater than 2.50 to 1.00 but Less than or equal to 3.00 to 1.00 0.375%

Less than 3.00 0.50%

Such commitment fees shall accrue from and including the Closing Date to but excluding the Termination Date and shall be payable on each March 31, June 30, September 30 and December 31 and on the Termination Date.

SECTION 6.15. Restricted Payments. Beginning on January 1, 2000 and thereafter, the Borrower shall not declare or make any Restricted Payments, provided that, so long as after giving effect thereto no Default shall be in existence or be created thereby, the Borrower may:

(a) during the period beginning on January 1, 2000 and ending on December 31, 2000, inclusive ("Fiscal Year 2000"), purchase, redeem or retire up to Ten Million and No/100 Dollars ($10,000,000) of the Borrower's Class A Capital Stock at a weighted average price per share not to exceed Thirteen and No/100 Dollars ($13.00) (the "Repurchase");

(b) during Fiscal Year 2000, make Restricted Payments in addition to any made pursuant to the Repurchase so long as the aggregate of all such Restricted Payments made during Fiscal Year 2000 do not exceed the greater of (i) five percent (5%) of cumulative Consolidated Net Income earned during Fiscal Year 2000, or (ii) twenty-five percent (25%) of cumulative Consolidated Net Income earned during Fiscal Year 2000 less the amount of aggregate Restricted Payments made during Fiscal Year 2000 (including those made pursuant to the Repurchase); and

(c) during the period beginning on January 1, 2001 and ending on the Termination Date, make Restricted Payments so long as the Restricted Payments made during any Fiscal Year do not exceed the sum of (x) twenty-five percent (25%) of cumulative Consolidated Net Income for that Fiscal Year, plus (y) solely with respect to Fiscal Year 2001, Restricted Payments permitted but not paid during Fiscal Year 2000 under Section 6.15(b).

(d) Section 6.21 of the Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 6.21. Ratio of Consolidated Total Adjusted Debt to Consolidated EBILTDA. The ratio of consolidated Total Adjusted Debt to Consolidated EBILTDA will not at any time exceed (i) 3.25 to 1.00 during the Fiscal Quarters ending on March 31, 2000 and June 30, 2000, and (ii) thereafter, 3.00 to 1.00.

(e) Section 6.22 of the Credit Agreement is hereby amended and restated in its entirety as follows: SECTION 6.22. Ratio of Consolidated EBILT to Consolidated Fixed

Charges. The ratio of (a) Consolidated EBILT to (b) Consolidated Fixed

Charges will at all times exceed the following amounts during the corresponding periods set forth below:

Period Amount ------

Fiscal Quarters ending 3/31/00 through 6/30/00 1.10 to 1.00

Fiscal Quarter ending 9/30/00 1.15 to 1.00

Fiscal Quarter ending 12/31/00 1.20 to 1.00

Each Fiscal Quarter ending thereafter 1.25 to 1.00

2. Conditions Precedent. This Third Amendment and the obligations of the Lenders evidenced hereunder shall not be effective until (i) the execution and delivery of this Third Amendment by each of the parties hereto and until the Administrative Agent shall have received a Reaffirmation of Guaranty from each Subsidiary in substantially the form of Exhibit A-1 hereto, and (ii) payment in immediately available funds by the Borrower to the Administrative Agent, for the benefit of each Bank, a fully-earned and non-refundable amendment fee to each Bank equal to 0.15% times the amount of such Bank's Commitment.

3. Reference to and Effect on the Credit Agreement and the Other Loan

Documents.

(b) Except as specifically amended by this Third Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and performance of this Third Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.

4. Counterparts. This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

5. Section References. Section titles and references used in this Third Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

6. No Default; Reaffirmation of Representations and Warranties. To induce the Agents and the Lenders to enter into this Third Amendment and to continue to make advances pursuant to the Credit Agreement, the Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default thereunder, (ii) no right of offset, defense, counterclaim, claim or objection in favor of the Borrower arising out of or with respect to any of the loans or other obligations of the Borrower owed to the Agents and the Lenders under the Credit Agreement and other Loan Documents, and (iii) all of the representations and warranties made or deemed to be made under the Credit Agreement are materially true and correct as of the date of this Third Amendment.

7. Governing Law. This Third Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of Georgia without giving effect to any conflict or choice of laws principles.

8. Defined Terms. Terms not otherwise defined herein are used herein as defined in the Credit Agreement.

[Signatures begin on following page]

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

U.S. XPRESS ENTERPRISES, INC.

By: Title:

WACHOVIA BANK, N.A., as Lender and Administrative Agent

By: Title:

BANK OF AMERICA, N.A., f/k/a NationsBank, N.A., as Lender and Syndication Agent

By: Title:

BANKBOSTON, N.A., as Lender and Documentation Agent

By: Title:

SUNTRUST BANK, successor in interest to SunTrust Bank, Chattanooga, as Lender and Co-Agent

By: Title: AMSOUTH BANK

By:

Title:

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION

f/k/a Texas Commerce Bank National Association

By:

Title:

BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION

By:

Title:

ABN-AMRO BANK, N.A.

By:

Title:

FIRST TENNESSEE BANK, N.A.

By:

Title: EXHIBIT A-1

REAFFIRMATION OF GUARANTY

THIS REAFFIRMATION OF GUARANTY dated as of February 22, 2000 executed and delivered by U.S. Xpress, Inc., a Nevada corporation, CSI/Crown, Inc., a Georgia corporation, JTI, Inc., a Tennessee corporation, Xpress Air, Inc., a Tennessee corporation, U.S. Xpress Leasing, Inc., a Tennessee corporation, PST Acquisition Corp., a Nevada corporation, and Victory Express, Inc., a Ohio corporation, (each a "Guarantor", and collectively, the "Guarantors"), in favor of the Administrative Agent, for the ratable benefit of the Banks, under the Credit Agreement referred to below;

WHEREAS, pursuant to that certain Credit Agreement dated as of January 15, 1998 (as the same may be amended, modified, supplemented or extended from time to time, the "Credit Agreement") by and among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the "Borrower") and WACHOVIA BANK, N.A., as Administrative Agent (the "Administrative Agent"), BANK OF AMERICA, N.A. f/k/a/ NATIONSBANK, N.A., as Syndication Agent, BANKBOSTON, N.A., as Documentation Agent, and SUNTRUST BANK, successor in interest to SunTrust Bank, Chattanooga, as Co-Agent and certain other Banks from time to time party thereto, the Banks have made available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower, the Banks, and the Administrative Agent have entered into that certain Third Amendment to Credit Agreement dated as of the date hereof (the "Amendment"), to permit certain Restricted Payments by the Borrower and to modify certain other covenants contained in the Credit Agreement;

WHEREAS, each Guarantor has reviewed the Amendment;

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that each Guarantor execute and deliver this Reaffirmation of Guaranty;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each Guarantor hereby acknowledges, each Guarantor hereby agrees as follows:

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Banks under the Guaranty and agrees that neither the transactions contemplated by the Amendment, nor any future agreements of arrangements whatsoever by the Administrative Agent and the Banks with the Borrower relating to the Credit Agreement, any of the other Loan Documents, or any collateral thereunder, shall in any way affect the validity and enforceability of the Guaranty or reduce, impair or discharge the obligations of the Guarantor thereunder. Section 2. References. Each Guarantor agrees that each reference to the Credit Agreement or any of the other Loan Documents shall be deemed to be a reference to the Credit Agreement or such other Loan Document as amended by the Amendment, and as each may from time to time be further amended, supplemented, restated or otherwise modified in the future by one or more other written amendments or supplemental or modification agreements entered into pursuant to the applicable provisions of the respective Loan Document.

Section 3. Defined Terms. Terms not otherwise defined herein are used herein as defined in the Credit Agreement.

IN WITNESS WHEREOF, this Reaffirmation of Guaranty is signed, sealed and delivered as of the date first written above.

U.S. XPRESS, INC.

By:

Title:

CSI/CROWN, INC.

By:

Title:

JTI, INC.

By:

Title:

XPRESS AIR, INC.

By:

Title:

U.S. XPRESS LEASING, INC.

By:

Title:

PST ACQUISITION CORP.

By:

Title:

VICTORY EXPRESS, INC.

By:

Title: FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment") is dated as of the 29th day of March, 2000 and entered into by and among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the "Borrower"), the BANKS listed on the signature pages hereof (the "Lenders"), WACHOVIA BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., f/k/a NationsBank, N.A. as Syndication Agent, FLEET NATIONAL BANK, f/k/a BANKBOSTON, N.A. as Documentation Agent, and SUNTRUST BANK, successor in interest to SunTrust Bank, Chattanooga, as Co-Agent (collectively, the "Agents").

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to that certain Credit Agreement, dated as of January 15, 1998, as amended by that certain First Amendment to Credit Agreement dated as of August 11, 1998, as further amended by that certain Second Amendment to Credit Agreement dated as of August 28, 1998, and as further amended by that certain Third Amendment to Credit Agreement dated as of February 22, 2000 (as such Credit Agreement may be amended from time to time, the "Credit Agreement"); and

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to permit certain Investments by the Borrower;

1. Amendments. Section 6.17 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 6.17. Investments. Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except as permitted by Section 6.16 and except Investments in (i) direct obligations of the United States Government maturing within one year, (ii) certificates of deposit issued by a commercial bank whose credit is satisfactory to the Administrative Agent, (iii) commercial paper rated A1 or the equivalent thereof by S&P or PI or the equivalent thereof by Moody's and in either case maturing within 6 months after the date of acquisition, (iv) tender bonds the payment of the principal of and interest on which is fully supported by a letter of credit issued by a United States bank whose long- term certificates of deposit are rated at least AA or the equivalent thereof by S&P and Aa or the equivalent thereof by Moody's, (v) acquisitions of the stock of a Person permitted by Section 6.25, or (vi) Transplace.com, consisting of cash and certain intangible assets (collectively, the "Transplace Investment"), so long as (a) the cash portion of the Transplace Investment does not exceed Five Million Dollars ($5,000,000), in the aggregate, and (b) the ownership interest of Borrower in Transplace.com and the other terms of the Transplace Investment are substantially as described by the Borrower to the Administrative Agent and to the Banks in written correspondence provided by the Borrower, and in conferences held with the Borrower, prior to March 29, 2000; provided, however, immediately after giving effect to

the making of any Investment, no Default shall have occurred and be continuing.

2. Conditions Precedent. This Fourth Amendment and the obligations of the Lenders evidenced hereunder shall not be effective until the execution and delivery of this Fourth Amendment by each of the parties hereto and until the Administrative Agent shall have received a Reaffirmation of Guaranty from each Subsidiary in substantially the form of Exhibit A-1 hereto.

3. Reference to and Effect on the Credit Agreement and the Other Loan

Documents.

(b) Except as specifically amended by this Fourth Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and performance of this Fourth Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.

4. Counterparts. This Fourth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

5. Section References. Section titles and references used in this Fourth Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

6. No Default; Reaffirmation of Representations and Warranties. To induce the Agents and the Lenders to enter into this Fourth Amendment and to continue to make advances pursuant to the Credit Agreement, the Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default thereunder, (ii) no right of offset, defense, counterclaim, claim or objection in favor of the Borrower arising out of or with respect to any of the loans or other obligations of the Borrower owed to the Agents and the Lenders under the Credit Agreement and other Loan Documents, and (iii) all of the representations and warranties made or deemed to be made under the Credit Agreement are materially true and correct as of the date of this Fourth Amendment.

7. Governing Law. This Fourth Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of Georgia without giving effect to any conflict or choice of laws principles.

8. Defined Terms. Terms not otherwise defined herein are used herein as defined in the Credit Agreement. By:

Title:

FIRST TENNESSEE BANK, N.A.

By: Title: EXHIBIT A-1

REAFFIRMATION OF GUARANTY

THIS REAFFIRMATION OF GUARANTY dated as of March 29, 2000 executed and delivered by U.S. Xpress, Inc., a Nevada corporation, CSI/Crown, Inc., a Georgia corporation, JTI, Inc. a Tennessee corporation, Xpress Air, Inc., a Tennessee corporation, U.S. Xpress Leasing, Inc., a Tennessee corporation, PST Acquisition Corp., a Nevada corporation, and Victory Express, Inc., a Ohio corporation, (each a "Guarantor", and collectively, the "Guarantors"), in favor of the Administrative Agent, for the ratable benefit of the Banks, under the Credit Agreement referred to below;

WHEREAS, pursuant to that certain Credit Agreement dated as of January 15, 1998 (as the same may be amended, modified, supplemented or extended from time to time, the "Credit Agreement") by and among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the "Borrower") and WACHOVIA BANK, N.A., as Administrative Agent (the "Administrative Agent"), BANK OF AMERICA, N.A. f/k/a NATIONSBANK, N.A., a Syndication Agent, FLEET NATIONAL BANK f/k/a BANKBOSTON, N.A., as Documentation Agent, and SUNTRUST BANK, successor in interest to SunTrust Bank, Chattanooga, as Co-Agent and certain other Banks from time to time party thereto, the Banks have made available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower, the Banks, and the Administrative Agent have entered into that certain Fourth Amendment to Credit Agreement dated as of the date hereof (the "Amendment"), to permit certain Investments by the Borrower;

WHEREAS, each Guarantor has reviewed the Amendment;

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that each Guarantor execute and deliver this Reaffirmation of Guaranty;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each Guarantor hereby acknowledges, each Guarantor hereby agrees as follows:

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Banks under the Guaranty and agrees that neither the transactions contemplated by the Amendment, nor any future agreements or arrangements whatsoever by the Administrative Agent and the Banks with the Borrower relating to the Credit Agreement, any of the other Loan Documents, or any collateral thereunder, shall in any way affect the validity and enforceability of the Guaranty or reduce, impair or discharge the obligations of the Guarantor thereunder. Section 2. References. Each Guarantor agrees that each reference to the Credit Agreement or any of the other Loan Documents shall be deemed to be a reference to the Credit Agreement or such other Loan Document as amended by the Amendment, and as each may from time to time be further amended, supplemented, restated or otherwise modified in the future by one or more other written amendments or supplemental or modification agreements entered into pursuant to the applicable provisions of the respective Loan Document.

Section 3. Defined Terms. Terms not otherwise defined herein are used herein as defined in the Credit Agreement.

IN WITNESS WHEREOF, this Reaffirmation of Guaranty is signed, sealed and delivered as of the date first written above.

U.S. XPRESS, INC. U.S. XPRESS LEASING, INC.

By: By: Title: Title:

CSI/CROWN, INC. PST ACQUISITION CORP.

By: By: Title: Title:

JTI, INC. VICTORY EXPRESS, INC.

By: By: Title: Title:

XPRESS AIR, INC.

By:

Title: ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE 3 MOS FISCAL YEAR END DEC 31 2000 PERIOD START JAN 01 2000 PERIOD END MAR 31 2000 CASH 107 SECURITIES 0 RECEIVABLES 101,545 ALLOWANCES 3,667 INVENTORY 5,984 CURRENT ASSETS 128,325 PP&E 291,996 DEPRECIATION 75,777 TOTAL ASSETS 425,604 CURRENT LIABILITIES 42,479 BONDS 0 PREFERRED MANDATORY 0 PREFERRED 0 COMMON 161 OTHER SE 161,721 TOTAL LIABILITY AND EQUITY 425,604 SALES 0 TOTAL REVENUES 191,841 CGS 0 TOTAL COSTS 186,635 OTHER EXPENSES 0 LOSS PROVISION 364 INTEREST EXPENSE 3,395 INCOME PRETAX 1,447 INCOME TAX 579 INCOME CONTINUING 0 DISCONTINUED 0 EXTRAORDINARY 0 CHANGES 0 NET INCOME 868 EPS BASIC .06 EPS DILUTED .06

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