SECURITIES PURCHASE AGREEMENT Dated as of December 11, 2009 By and Among ROADRUNNER TRANSPORTATION SERVICES, INC., as Issuer of the Junior Subordinated Notes, ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC., as Issuer of the Warrants, INTERNATIONAL...Securities Purchase Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Massachusetts
This SECURITIES PURCHASE AGREEMENT, dated as of December 11, 2009 (this “Agreement”), is made by and among Roadrunner Transportation Services, Inc. (f/k/a Roadrunner Dawes Freight Systems, Inc.), a Delaware corporation, as Issuer of the Notes (the “Note Issuer”); and Roadrunner Transportation Services Holdings, Inc. (f/k/a Roadrunner Dawes, Inc.), a Delaware corporation, as Issuer of the Warrants (the “Warrant Issuer” and collectively with the Note Issuer, the “Issuers”); International Transportation Holdings, Inc., a Delaware corporation (“International”), Sargent Transportation, LLC, a Delaware limited liability company (“Sargent LLC”), Sargent Trucking, Inc., a Maine corporation (“Sargent Truck”), Big Rock Transportation, Inc., an Indiana corporation (“Big Rock”), Midwest Carriers, Inc., an Indiana corporation (“Midwest”), Smith Truck Brokers, Inc., a Maine corporation (“Smith Truck”), B&J Transportation, Inc. (“B&J”), a Maine corporation, and Bullet Transportation Services, Inc., a
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
This First Amendment to Second Amended and Restated Credit Agreement (this “Amendment”) dated as of the 29th day of February, 2008, but with an effective date among the parties as of the 30th day of December, 2007 (the “Effective Date”) is by and among Roadrunner Dawes Freight Systems, Inc., a Delaware corporation, Sargent Trucking, Inc., a Maine corporation, Big Rock Transportation, Inc., an Indiana corporation, Midwest Carriers, Inc., an Indiana corporation, Smith Truck Brokers, Inc., a Maine corporation, and B&J Transportation, Inc., a Maine corporation (each, a “Borrower” and collectively the “Borrowers”), the Lenders (as defined below) party hereto and LaSalle Bank National Association, as administrative agent for Lenders (“Administrative Agent”).
CONSENT, WAIVER AND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
This Consent, Waiver and Amendment to the Amended and Restated Note Purchase Agreement (this “Amendment”) dated as of the 23rd day of December, 2008, is by and among Roadrunner Transportation Services, Inc., a Delaware corporation (f/k/a Roadrunner Dawes Freight Systems, Inc.), Sargent Trucking, Inc., a Maine corporation, Big Rock Transportation, Inc., an Indiana corporation, Midwest Carriers, Inc., an Indiana corporation, Smith Truck Brokers, Inc., a Maine corporation, and B&J Transportation, Inc., a Maine corporation (each, a “Issuer” and collectively the “Issuers”) and the Purchasers party hereto.
CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED NOTES PURCHASE AGREEMENTNotes Purchase Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
This CONSENT AND SECOND AMENDMENT TO THE AMENDED AND RESTATED NOTES PURCHASE AGREEMENT (this “Amendment”), dated as of December 11, 2009 (the “Effective Date”), is made by and among Roadrunner Transportation Services, Inc. (f/k/a Roadrunner Dawes Freight Systems, Inc.), a Delaware corporation, Sargent Trucking, Inc., a Maine corporation, Big Rock Transportation, Inc., an Indiana corporation, Midwest Carriers, Inc., an Indiana corporation, Smith Truck Brokers, Inc., a Maine corporation, and B&J Transportation, Inc., a Maine corporation (collectively, the “Issuers”), and the undersigned Security Holders.
CONSENT, WAIVER AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
; provided, that if the Senior Debt to EBITDA Ratio is less than 3.0 to 1.0 for any Computation Period ending after the date hereof (computed without giving effect to any “Investments” made under (and as such term is defined in) the Keep Well Agreement) (such Computation Period being the “Benchmark Period”), effective following the last day of the Benchmark Period such pricing table will revert to the table set forth in the Credit Agreement prior to the amendment described above; provided, further, that if the Senior Debt to EBITDA Ratio does not remain below 3.0 to 1.0 for each of the two consecutive Computation Periods immediately following the Benchmark Period (in each case computed without giving effect to any Investments made under the Keep Well Agreement), the pricing table shall revert to the Increased Applicable Margin set
CONSENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
This Consent and Third Amendment to Second Amended and Restated Credit Agreement (this “Amendment”) dated as of the 11th day of December, 2009, is by and among Roadrunner Transportation Services, Inc., a Delaware corporation, Sargent Trucking, Inc., a Maine corporation, Big Rock Transportation, Inc., an Indiana corporation, Midwest Carriers, Inc., an Indiana corporation, Smith Truck Brokers, Inc., a Maine corporation, B&J Transportation, Inc., a Maine corporation (each, an “Existing Borrower” and collectively the “Existing Borrowers”), Bullet Transportation Services, Inc., a Delaware corporation (“Bullet Transportation”), the Lenders (as defined below) party hereto and Bank of America, N.A., as successor by merger to LaSalle Bank National Association, as administrative agent for Lenders (“Administrative Agent”).
