Exhibit 10.5 ------------ THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT (this "Amendment"), dated effective as of December...Credit Agreement • April 9th, 2002 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
RECITALS: A. The Borrower, the Banks, the Issuing Bank and the Administrative Agent have entered into that certain Credit Agreement dated as of May 30, 2002, which was subsequently amended by the First Amendment to Credit Agreement on December 11,...Credit Agreement • August 13th, 2004 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
Section 1 Certain Definitions 1 Section 2 Appointment of Rights Agent 6 Section 3 Issuance of Rights Certificates 6 Section 4 Form of Rights Certificates 7 Section 5 Countersignature and Registration 8 Section 6 Transfer, Split Up, Combination and...Rights Agreement • June 19th, 2000 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
EXHIBIT 10.1 FORM OF CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (this "Agreement") is made as of [..........] by and between Frozen Food Express Industries, Inc., a Texas corporation (the "Company") and [.............] (the...Change in Control Agreement • June 28th, 2000 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
RECITALS: --------Credit Agreement • April 9th, 2002 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 30th, 2000 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
ASSET PURCHASE AGREEMENT Between W&B NEWCO, L.P. Buyer, And W&B REFRIGERATION SERVICE COMPANY, SellerAsset Purchase Agreement • April 9th, 2002 • Frozen Food Express Industries Inc • Trucking (no local)
RECITALS: A. The Borrower, the Banks, the Issuing Bank and the Administrative Agent have entered into that certain Credit Agreement dated as of May 30, 2002 (the "CREDIT AGREEMENT").Credit Agreement • March 25th, 2004 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 9th, 2000 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2001 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
FFE TRANSPORTATION SERVICES, INC., LISA MOTOR LINES, INC., CONWELL CORPORATION and FFE LOGISTICS, INC., as Borrowers, and FROZEN FOOD EXPRESS INDUSTRIES, INC. and CERTAIN OF ITS SUBSIDIARIES, as Guarantors LOAN AND SECURITY AGREEMENT Dated as of March...Loan and Security Agreement • March 30th, 2011 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS LOAN AND SECURITY AGREEMENT is dated as of March 28, 2011, among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation ("FFE"), LISA MOTOR LINES, INC., a Delaware corporation ("LML"), CONWELL CORPORATION, a Delaware corporation ("Conwell"), FFE LOGISTICS, INC., a Delaware corporation ("Logistics") (each of FFE, LML, Conwell and Logistics is, individually, a "Borrower" and they are, collectively, "Borrowers"), FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation ("Parent"), CONWELL LLC, a Delaware limited liability company ("Conwell LLC"), FX HOLDINGS, INC., a Delaware corporation ("FX"), COMPRESSORS PLUS, INC., a Texas corporation ("CPI"), FFE DRIVER ACADEMY, INC., a Texas corporation ("FFE Driver") and the additional Subsidiaries of Parent party to this Agreement from time to time as Guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, "Lenders"), and BANK OF AMERICA, N.A., a national banking association, as agent for
TENDER AND VOTING AGREEMENTTender and Voting Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2013 by and among Duff Brothers Capital Corporation, a Texas corporation (“Parent”), Duff Brothers Subsidiary, Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of Frozen Food Express Industries, Inc., a Texas corporation (“FFE”).
FORM OF NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 23rd, 2005 • Frozen Food Express Industries Inc • Trucking (no local)
Non-Qualified Stock Option Agreement (the “Agreement”), dated as of ____________________ between Frozen Food Express Industries, Inc. (the “Company”) and ______________________, a non-employee director of the Company (the “Optionee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 7th, 2009 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made as of February 25, 2009 by and between Frozen Food Express Industries, Inc., a Texas corporation (the “Company”) and Ronald J. Knutson (the “Executive”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMONG COMERICA BANK, as Administrative Agent for itself and other Banks, and FFE TRANSPORTATION SERVICES, INC., as Borrower, and certain of its affiliates as of September 2, 2009Credit Agreement • September 8th, 2009 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 2, 2009 (this “Agreement”), among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation (“Borrower”), FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation (“Parent”), CONWELL CORPORATION, a Delaware corporation (“Conwell”), FX HOLDINGS, INC., a Delaware corporation (“FX”), LISA MOTOR LINES, INC., a Delaware corporation (“LML”), COMPRESSORS PLUS, INC., a Texas corporation (“CPI”), FFE LOGISTICS, INC., a Delaware corporation (“Logistics”), CONWELL LLC, a Delaware limited liability company (“Conwell LLC”), COMERICA BANK, a Texas banking association (“Comerica”), each other entity which may from time to time become party hereto as a lender hereunder or any successor or assignee thereof (such lenders and the Issuing Bank, collectively, the “Banks”), and Comerica as Administrative Agent, Collateral Agent and Issuing Bank.
AGREEMENT AND PLAN OF MERGER by and among DUFF BROTHERS CAPITAL CORPORATION DUFF BROTHERS SUBSIDIARY, INC. and FROZEN FOOD EXPRESS INDUSTRIES, INC. Dated as of July 12, 2013Merger Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS AGREEMENT AND PLAN OF MERGER is dated as of July 12, 2013 (this “Agreement”), by and among DUFF BROTHERS CAPITAL CORPORATION, a Texas corporation (“Parent”), DUFF BROTHERS SUBSIDIARY, INC., a Texas corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation (the “Company”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 26th, 2006 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 17, 2006, (the “Effective Date”) is among FFE TRANSPORTATION SERVICES, INC. (the “Borrower”), each of the undersigned Other Companies, each of the banks or other lending institutions which is a party to the Agreement (hereinafter defined) (each a “Bank” and collectively, the “Banks”), COMERICA BANK, successor-by-merger with Comerica Bank-Texas (“Comerica”), as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and as issuer of Letters of Credit under the Agreement (in such capacity, together with its successors in such capacity, the “Issuing Bank”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LaSalle”), as Syndication Agent (in such capacity, together with its successors in such capacity, the “Syndication Agent”), and as Collateral Agent (in such capacity, together with its successors in such capacity, th
EXHIBIT 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of December 31, 1999, among FFE TRANSPORTATION SERVICES, INC., a Delaware...Credit Agreement • January 7th, 2000 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
Exhibit 20.1 July 6, 2000 To Our Shareholders: After extensive study, the Board of Directors of Frozen Food Express Industries, Inc. has adopted a shareholder Rights Agreement designed to ensure that all of the Company's shareholders receive fair and...Shareholder Agreement • June 19th, 2000 • Frozen Food Express Industries Inc • Trucking (no local)
After extensive study, the Board of Directors of Frozen Food Express Industries, Inc. has adopted a shareholder Rights Agreement designed to ensure that all of the Company's shareholders receive fair and equal treatment in the event of any proposal to acquire the Company. The agreement is intended to protect the interests of our shareholders in the event of abusive or unfair takeover tactics. It is not designed to prevent the acquisition of the Company on terms beneficial to all shareholders.
LIFE INSURANCE POLICY PURCHASE AGREEMENTLife Insurance Policy Purchase Agreement • December 26th, 2006 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
This Life Insurance Policy Purchase Agreement and its related Exhibits (the “Agreement”) is made and entered into as of this _____ day of ____________________, 20__, by and between among Frozen Food Express Industries, Inc. (“Seller”), located at 1145 Empire Central Place, Dallas, TX 75247; __________________________and ___________________________(“Purchaser”), (collectively, the “Parties”)
CONSULTING AGREEMENTConsulting Agreement • January 13th, 2006 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
This Consulting Agreement (the “Agreement”) is made and entered into effective as of December 1, 2005 (the “Effective Date”) by and between Frozen Food Express Industries, Inc. (“FFE”) and F. Dixon McElwee, Jr. (“Consultant”).
FOURTH AMENDMENT TO THE RIGHTS AGREEMENT July 12, 2013Rights Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS FOURTH AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of the 12th day of July, 2013, by and between FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation, as Rights Agent (the “Rights Agent”). Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in that certain Rights Agreement, dated as of June 14, 2000, by and between the Company and Fleet National Bank, as rights agent, as amended (the “Rights Agreement”).
Form of PURCHASE AGREEMENT AND ABSOLUTE ASSIGNMENT OF LIFE INSURANCE POLICYPurchase Agreement • April 26th, 2005 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS AGREEMENT (the “Agreement”), is dated as of _________, 2005, by and between the Seller and the Purchaser. The terms, conditions and provisions set forth on the Terms Rider and Key Terms (hereinafter, the “Terms Rider”) are hereby incorporated by reference. All capitalized terms not defined herein are as defined in the Terms Rider.
January 19, 2009 Via Hand DeliverySeverance Agreement • March 6th, 2009 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
On behalf of Frozen Food Express Industries, Inc., FFE Transportation Services, Inc. and their affiliated companies (collectively referred to as the “Company”), I am providing you with this letter describing severance benefits providing for an amicable transition on terms and conditions acceptable to both you and the Company. The following sets forth the terms and conditions of our agreement (the “Agreement”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 29th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of April 11, 2013 (the "Amendment Date"), among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation ("FFE"), LISA MOTOR LINES, INC., a Delaware corporation ("LML"), CONWELL CORPORATION, a Delaware corporation ("Conwell"), FFE LOGISTICS, INC., a Delaware corporation ("Logistics") (each of FFE, LML, Conwell and Logistics is, individually, a "Borrower" and they are, collectively, "Borrowers"), FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation ("Parent"), CONWELL LLC, a Delaware limited liability company ("Conwell LLC"), FX HOLDINGS, INC., a Delaware corporation ("FX"), COMPRESSORS PLUS, INC., a Texas corporation ("CPI"), FFE DRIVER ACADEMY, INC., a Texas corporation ("FFE Driver"), the financial institutions party to this Amendment as lenders (collectively, "Lenders"), and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders ("Agent").
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 3rd, 2012 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of March 29, 2012 (the "Amendment Date"), among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation ("FFE"), LISA MOTOR LINES, INC., a Delaware corporation ("LML"), CONWELL CORPORATION, a Delaware corporation ("Conwell"), FFE LOGISTICS, INC., a Delaware corporation ("Logistics") (each of FFE, LML, Conwell and Logistics is, individually, a "Borrower" and they are, collectively, "Borrowers"), FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation ("Parent"), CONWELL LLC, a Delaware limited liability company ("Conwell LLC"), FX HOLDINGS, INC., a Delaware corporation ("FX"), COMPRESSORS PLUS, INC., a Texas corporation ("CPI"), FFE DRIVER ACADEMY, INC., a Texas corporation ("FFE Driver"), the financial institutions party to this Amendment as lenders (collectively, "Lenders"), and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders ("Agent").
JOINT FILING AGREEMENT DATED AS OF MARCH 4, 2013Joint Filing Agreement • March 4th, 2013 • Frozen Food Express Industries Inc • Trucking (no local)
This will confirm the agreement by and between all the undersigned that the Statement on Schedule 13D filed on or about this date, and any further amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock of Frozen Food Express Industries, Inc., a Texas corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time, is filed on behalf of the undersigned. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 6th, 2008 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”) made as of March 3, 2008 among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation (“Borrower”), LASALLE BANK NATIONAL ASSOCIATION, as a Bank, Collateral Agent and Syndication Agent (“LaSalle”) and COMERICA BANK, a Texas banking association, successor interest by merger to Comerica Bank, a Michigan banking corporation, as a Bank, Issuing Bank and Administrative Agent (individually, as “Administrative Agent” and collectively with “LaSalle”, the “Bank”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of December 19, 2012 (the "Amendment Date"), among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation ("FFE"), LISA MOTOR LINES, INC., a Delaware corporation ("LML"), CONWELL CORPORATION, a Delaware corporation ("Conwell"), FFE LOGISTICS, INC., a Delaware corporation ("Logistics") (each of FFE, LML, Conwell and Logistics is, individually, a "Borrower" and they are, collectively, "Borrowers"), FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation ("Parent"), CONWELL LLC, a Delaware limited liability company ("Conwell LLC"), FX HOLDINGS, INC., a Delaware corporation ("FX"), COMPRESSORS PLUS, INC., a Texas corporation ("CPI"), FFE DRIVER ACADEMY, INC., a Texas corporation ("FFE Driver"), the financial institutions party to this Amendment as lenders (collectively, "Lenders"), and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders ("Agent").
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 1st, 2007 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”) made as of July 30, 2007 among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation (“Borrower”), LASALLE BANK NATIONAL ASSOCIATION, as a Bank, Collateral Agent and Syndication Agent (“LaSalle”) and COMERICA BANK, a Michigan banking corporation, as a Bank, Issuing Bank and Administrative Agent (individually, as “Administrative Agent” and collectively with “LaSalle”, the “Bank”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • March 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
In connection with your consideration of a possible negotiated transaction (the “Transaction”) with FROZEN FOOD EXPRESS INDUSTRIES, INC, a Texas corporation, and/or its subsidiaries (collectively, the “Company”), the Company is prepared to make available to you certain confidential and proprietary information relating to the Company which is not available to the general public. References to “you” shall include Duff Brothers Capital Corporation, Investment Transportation Services, LLC (including its subsidiaries), and any other new corporation formed in connection with the Transaction. All such information, whether written, oral or electronic, whether furnished before or after the date of this letter agreement by the Company or its Representatives (as defined below), and regardless of the manner or form in which it is furnished, is collectively referred to in this letter agreement as “Evaluation Material.” The term “Evaluation Material” also includes all notes, summaries, analyses, com
Exhibit 4.3 SECOND AMENDMENT TO THE RIGHTS AGREEMENT April 14, 2010 THIS SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made and entered into as of the 14th day of April, 2010, by and between FROZEN FOOD EXPRESS INDUSTRIES, INC., a...Rights Agreement • April 15th, 2010 • Frozen Food Express Industries Inc • Trucking (no local)
FIRST AMENDMENT TO THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local)
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Amendment”) is entered into by and between Frozen Food Express Industries, Inc., a Texas corporation (the “Company”) and John Hickerson (“Executive”), effective as of July 12, 2013. Capitalized terms not defined in the Amendment shall have the meanings ascribed to such terms in the Agreement.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2005 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 15, 2005, (the “Effective Date”) is among FFE TRANSPORTATION SERVICES, INC. (the “Borrower”), each of the undersigned Other Companies, each of the banks or other lending institutions which is a party to the Agreement (hereinafter defined) (each a “Bank” and collectively, the “Banks”), COMERICA BANK, successor-by-merger with Comerica Bank-Texas (“Comerica”), as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and as issuer of Letters of Credit under the Agreement (in such capacity, together with its successors in such capacity, the “Issuing Bank”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LaSalle”), as Syndication Agent (in such capacity, together with its successors in such capacity, the “Syndication Agent”), and as Collateral Agent (in such capacity, together with its successors in such capacity,
FORM OF RESTRICTED STOCK AGREEMENT FROZEN FOOD EXPRESS INDUSTRIES, INC.Restricted Stock Agreement • August 4th, 2005 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
WHEREAS, the Company maintains the Frozen Food Express Industries, Inc. 2005 Non-Employee Director Restricted Stock Plan (“Plan”) under which members of the Company’s Board of Directors (“Board”) may receive awards of shares of restricted common stock, $1.50 par value, of the Company;
