ROADRUNNER DAWES, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT is made as of this 14th day of March, 2007, by and among (i) Roadrunner Dawes, Inc., a Delaware corporation (the “Company”); (ii) Thayer Equity Investors V, L.P., a Delaware limited partnership (“Thayer”); (iii) Sankaty Credit Opportunities, L.P., (“COPS”); (iv) Sankaty Credit Opportunities II, L.P. (“COPS II”); (v) RGIP, LLC (“RGIP”); (vi) Eos Capital Partners III, L.P. (“Eos”); (vii) Eos Partners, L.P. (“Eos II”); (viii) American Capital Strategies, Ltd. (“ACAS”), (ix) American Capital Equity I, LLC (“American Capital”), (x) TC Roadrunner-Dawes Holdings, L.L.C. (“Roadrunner Dawes Co-Invest”); (xi) TC Sargent Holdings, L.L.C. (“Sargent Co-Invest”); and (xii) K&E Investment Partners, L.P. — 2005 DIF (“K&E”).
STOCK PURCHASE AGREEMENT BY AND AMONG SARGENT TRUCKING, INC. BIG ROCK TRANSPORTATION, INC. MIDWEST CARRIERS, INC. SMITH TRUCK BROKERS, INC. B & J TRANSPORTATION, INC. THE SELLERS LISTED HEREIN AND SARGENT TRANSPORTATION GROUP, INC. DATED AS OF OCTOBER...Stock Purchase Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Delaware
This Stock Purchase Agreement (the “Agreement”) is made as of October 4, 2006, by and among (i) Sargent Trucking, Inc., a Maine corporation, (ii) Big Rock Transportation, Inc., an Indiana corporation, (iii) Midwest Carriers, Inc., an Indiana corporation, (iv) Smith Truck Brokers, Inc., a Maine corporation, (v) B & J Transportation, Inc., a Maine corporation (together with each of the entities named in the foregoing clauses (i) through (iv), collectively the “Acquired Entities” and individually, an “Acquired Entity”), (vi) Bruce Sargent (“Sargent”), (vii) Michael Tweedie (“Tweedie” and together with Sargent, collectively, “Sellers” and individually a “Seller”) and (viii) Sargent Transportation Group, Inc., a Delaware corporation (“Buyer”).
LEASE AGREEMENTLease Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Ohio
THIS LEASE (“Lease”) is made effective July 01, 2005 by GTS Services LLC, an Ohio limited liability company, of 5876 Darrow Road, Hudson, Ohio 44236 (“Landlord”), and Group Transportation Services, Inc. of 5876 Darrow Road, Hudson, Ohio 44236 (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter called the “Amendment”) is made this 29th day of February, 2008, by and between GTS SERVICES LLC, an Ohio limited liability company of 5876 Darrow Road, Hudson, Ohio 44236 (“Landlord”), and GROUP TRANSPORTATION SERVICES, INC. (“Tenant”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 14, 2007 among ROADRUNNER DAWES FREIGHT SYSTEMS, INC., SARGENT TRUCKING, INC., BIG ROCK TRANSPORTATION, INC., MIDWEST CARRIERS, INC., SMITH TRUCK BROKERS, INC. and B&J TRANSPORTATION,...Credit Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 14, 2007 (as amended or otherwise modified from time to time, this “Agreement”) is entered into among ROADRUNNER DAWES FREIGHT SYSTEMS, INC., a Delaware corporation (“Roadrunner”), SARGENT TRUCKING, INC., a Maine corporation (“Sargent”), 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”) and B&J TRANSPORTATION, INC., a Maine corporation (“B&J”; Sargent, Big Rock, Midwest, Smith Truck and B&J each a “Sargent Company” and collectively the “Sargent Companies”; the Sargent Companies and Roadrunner each a “Borrower” and collectively the “Borrowers”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”), LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as adminis
PURCHASE AGREEMENTPurchase Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS PURCHASE AGREEMENT dated as of February 29, 2008 by and among MICHAEL P. VALENTINE (the “Seller”), GROUP TRANSPORTATION SERVICES, INC., a Delaware corporation (“GTS”), GTS DIRECT, LLC, an Ohio limited liability company (“Direct”), and GTS ACQUISITION SUB, INC., a Delaware corporation, or its permitted assignee, as provided in Section 12.12 (the “Buyer”).
ROADRUNNER DAWES, INC. AMENDED AND RESTATED MANAGEMENT AND CONSULTING AGREEMENT THAYER CAPITAL MANAGEMENT, L.P. EOS MANAGEMENT, INC.Management and Consulting Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Delaware
This letter shall confirm the agreement among (i) Thayer Capital Management, L.P., a Delaware limited partnership (“Thayer”), (ii) Eos Management, Inc., a Delaware corporation (“Eos”) (Thayer and Eos are each referred to herein as a “Consultant” and collectively as the “Consultants”), (iii) Roadrunner Dawes, Inc., a Delaware corporation (“Roadrunner Parent”), (iv) Roadrunner Dawes Freight Systems, Inc., a Delaware corporation (“Roadrunner Dawes”), (v) Sargent Transportation, LLC, a Delaware limited liability company (“Sargent Parent”), (vi) Sargent Trucking, Inc., a Maine corporation (“Sargent”), (vii) Big Rock Transportation, Inc., an Indiana corporation (“Big Rock”), (viii) Midwest Carriers, Inc., an Indiana corporation (“Midwest”), (ix) Smith Truck Brokers, Inc., an Indiana corporation (“Smith”), and (x) B&J Transportation, Inc., a Maine corporation (“B&J”) (Roadrunner Parent, Roadrunner Dawes, Sargent Parent, Sargent, Big Rock, Midwest, Smith and B&J are each referred to herein as
AMENDED AND RESTATED NOTES PURCHASE AGREEMENT Dated as of March 14, 2007 Among SARGENT TRUCKING, INC., BIG ROCK TRANSPORTATION, INC., MIDWEST CARRIERS, INC., SMITH TRUCK BROKERS, INC., B&J TRANSPORTATION, INC., and ROADRUNNER DAWES FREIGHT SYSTEMS,...Notes Purchase Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Massachusetts
This AMENDED AND RESTATED NOTES PURCHASE AGREEMENT is dated as of March 14, 2007 by and among Roadrunner Dawes Freight Systems, Inc., a Delaware corporation (“Roadrunner”), 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”) and B&J Transportation, Inc., a Maine corporation (“B&J”; Sargent Truck, Big Rock, Midwest, Smith Truck and B&J each a “Sargent Company” and collectively the “Sargent Companies”; the Sargent Companies and Roadrunner each an “Issuer” and collectively the “Issuers”), Sargent Transportation, LLC, a Delaware limited liability company (“Sargent LLC”), Roadrunner Dawes, Inc., a Delaware corporation, (“Parent” and together with Sargent LLC, the “Guarantors”) and each person listed as a purchaser on Schedule I attached hereto (the “Purchasers”).
