EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2010 • New Century Transportation, Inc. • Trucking (no local) • New Jersey
This is an EMPLOYMENT AGREEMENT (“Agreement”), dated this 10th day of August, 2010, between New Century Transportation, Inc., a New Jersey corporation (together with its successors and assigns, the “Company”), and Gerald T. Shields (“Employee”). This Agreement shall become effective on the date on which a registration statement filed by the Company pursuant to the Securities Act of 1933, as amended, for the issuance and sale of shares of the Company’s common stock to the public is declared effective by the Securities and Exchange Commission, other than a registration statement on Form S-4 or Form S-8 (the “Effective Date”). This Agreement shall be null and void ab initio in the event that such a registration statement is not declared effective by the Securities and Exchange Commission on or prior to December 31, 2010.
Western Freightways, LLC, a Colorado limited liability company Northwind Logistics, LLC, a New Jersey limited liability companyNew Century Transportation, Inc. • August 11th, 2010
AMENDED AND RESTATED LEASELease • August 11th, 2010 • New Century Transportation, Inc.
REGISTRATION RIGHTS AGREEMENT by and among NEW CENTURY TRANSPORTATION, INC. NCT ACQUISITION LLC and THE OTHER INVESTORS NAMED HEREIN Dated as of June 23, 2006Registration Rights Agreement • August 11th, 2010 • New Century Transportation, Inc. • Delaware
THIS IS A REGISTRATION RIGHTS AGREEMENT, dated as of June 23, 2006 (the “Agreement”), by and among New Century Transportation, Inc., a New Jersey corporation (the “Company”), NCT Acquisition LLC, a Delaware limited liability corporation (the “Sponsor”) and the individuals designated as investors (other than the Sponsor) on the signature pages hereto (the “Management Investors”). The Sponsor and each of the Management Investors are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2010 • New Century Transportation, Inc. • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 1, 2006, is by and among NEW CENTURY TRANSPORTATION, INC., a New Jersey corporation (the “Borrower”), the Material Domestic Subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (as hereinafter defined) under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2010 • New Century Transportation, Inc. • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 13, 2008, is by and among NEW CENTURY TRANSPORTATION, INC., a New Jersey corporation (the “Borrower”), the Material Domestic Subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors’’), and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (as hereinafter defined) under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2010 • New Century Transportation, Inc. • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 19, 2009, is by and among NEW CENTURY TRANSPORTATION, INC., a New Jersey corporation (the “Borrower”), the Material Domestic Subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (as hereinafter defined) under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
NCT Acquisition LLC c/o Jefferies Capital Partners IV, L.P. 520 Madison Avenue 8th Floor New York, NY 10022 Special Stock AgreementNew Century Transportation, Inc. • August 11th, 2010 • New York
Reference is hereby made to that certain Stock Purchase and Redemption Agreement dated June 15, 2006 by and among NCT Acquisition LLC (the “Buyer”), New Century Transportation, Inc. (the “Company”), and each holder of equity interests in the Company named therein (the “Stock Purchase Agreement,” and to the several Employment Agreements (each an Employment Agreement”) between the Company, on the one hand, and each of Harry Muhlschlegel, Brian Fitzpatrick, Jim Molinari, Jerry Shields, and Dave Russell (each a “Seller”), on the other hand. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stock Purchase Agreement or the applicable Employment Agreement, as the context requires. This is the letter agreement referred to in the Stock Purchase Agreement as the “Special Stock Agreement.”
NCT Letterhead]New Century Transportation, Inc. • August 11th, 2010
SECURITIES HOLDERS AGREEMENT BY AND AMONG NEW CENTURY TRANSPORTATION, INC. NCT ACQUISITION LLC AND THE OTHER INVESTORS NAMED HEREIN DATED AS OF JUNE 23, 2006Securities Holders Agreement • August 11th, 2010 • New Century Transportation, Inc. • Delaware
THIS IS A SECURITIES HOLDERS AGREEMENT, dated as of June 23, 2006 (the “Agreement”), by and among New Century Transportation, Inc., a Delaware corporation (the “Company”), NCT Acquisition LLC, a Delaware limited liability corporation (the “Sponsor”), and the individuals designated as Investors on the signature pages hereto (the “Management Investors ”). The Sponsor and each of the Management Investors and any other investor in the Company who hereafter becomes a party to or agrees to be bound by this Agreement hereunder (pursuant to the joinder to this Agreement (the “Joinder”) in the form attached hereto as Exhibit A) are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”.
FIRST AMENDMENT TO THE SECURITIES HOLDERS AGREEMENTSecurities Holders Agreement • August 11th, 2010 • New Century Transportation, Inc.
THIS IS AN AMENDMENT, dated as of December 1, 2006, (the “Amendment”) by and among New Century Transportation, Inc. a Delaware corporation, NCT Acquisition LLC, a Delaware limited liability corporation and the Management Investors listed on the signature pages hereto to the Securities Holders Agreement, dated as of June 23, 2006 (the “Agreement”), by and among New Century Transportation, Inc., NCT Acquisition LLC and the Management Investors. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement.
CREDIT AGREEMENT among NEW CENTURY TRANSPORTATION, INC., as Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, PNC BANK, NATIONAL ASSOCIATION and SOVEREIGN BANK as...Credit Agreement • August 11th, 2010 • New Century Transportation, Inc. • New York
CREDIT AGREEMENT, dated as of August 14, 2006 among NEW CENTURY TRANSPORTATION, INC., a New Jersey corporation (the “Borrower”), each of those Material Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Material Domestic Subsidiaries of the Borrower as may from time to time become a party hereto, as “Guarantors”, the several banks and other financial institutions as are, or may from time to time become parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), PNC BANK, NATIONAL ASSOCIATION and SOVEREIGN BANK, as co-syndication agents, CHURCHILL FINANCIAL CAYMAN LTD and CIT CAPITAL SECURITIES, LLC, as co-documentation agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2010 • New Century Transportation, Inc. • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 29, 2007, is by and among NEW CENTURY TRANSPORTATION, INC., a New Jersey corporation (the “Borrower”), the Material Domestic Subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (as hereinafter defined) under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
NEW CENTURY TRANSPORTATION, INC. NOTE AND WARRANT PURCHASE AGREEMENT November 19, 2009Note and Warrant Purchase Agreement • August 11th, 2010 • New Century Transportation, Inc. • New York
This Note and Warrant Purchase Agreement (this “Agreement”) is made as of November 19, 2009 by and among New Century Transportation, Inc., a New Jersey corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
