MANAGEMENT AGREEMENTManagement Agreement • July 29th, 2004 • Kenan Advantage Group Inc • Ohio
MANAGEMENT AGREEMENT (this “Agreement”), dated as of April 30, 2001 by and among Sterling Investment Partners Advisors, LLC, a Delaware limited liability company (“Sterling”), KTC/AMG Holdings Corp., a Delaware corporation to be renamed The Kenan Advantage Group, Inc., (“Parent”), Advantage Management Group, Inc., an Ohio corporation (“AMG”), and KTC Acquisition Corp., a North Carolina corporation to be merged with and into Kenan Transport Company, with Kenan Transport to be the surviving corporation in the merger (“Kenan” and, collectively with Parent and AMG, the “Company”).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 29th, 2004 • Kenan Advantage Group Inc • New York
This First Amendment to Note Purchase Agreement (this “Amendment”), dated as of September 30, 2002, is by and between KENAN TRANSPORT COMPANY, a North Carolina corporation (“Kenan”), ADVANTAGE MANAGEMENT GROUP, INC., an Ohio corporation (“AMG” and together with Kenan collectively, the “Company”), RSTW PARTNERS III, L.P., a Delaware limited partnership (“RSTW”), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company established under the laws of the Commonwealth of Massachusetts (“MMLI”), MASSMUTUAL CORPORATE INVESTORS, a Massachusetts business trust (“MCI”), and MASSMUTUAL PARTICIPATION INVESTORS, a Massachusetts business trust (“MPI”). MMLI, MCI and MPI are hereinafter referred to, collectively, as the “MassMutual Investors”. RSTW and the MassMutual Investors are collectively referred to herein as the “Purchasers”. All capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Note Agreement.
LEASELease Agreement • July 29th, 2004 • Kenan Advantage Group Inc
THIS LEASE made by and between FREEDOM INVESTMENT, INC., an Ohio Corporation, of Jackson Township, County of Stark, and the State of Ohio (the “Lessor”), and ADVANTAGE MANAGEMENT GROUP, INC., an Ohio Corporation, of Jackson Township, County of Stark, and the State of Ohio (the “Lessee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2004 • Kenan Advantage Group Inc • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April 30, 2001, by and among KTC/AMG Holdings Corp., a Delaware corporation to be renamed The Kenan Advantage Group, Inc. (the “Company”), and the persons listed on Schedule 1 to this Agreement (the “Investors”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • July 29th, 2004 • Kenan Advantage Group Inc • Ohio
AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of April 30, 2001 by and among Sterling Ventures Limited (as successor-in-interest to Sterling Capital Group LLC), a Delaware corporation (“Sterling”), KTC/AMG Holdings Corp., a Delaware corporation to be renamed The Kenan Advantage Group, Inc. (“Parent”), Advantage Management Group, Inc., an Ohio corporation (“AMG”), and KTC Acquisition Corp., a North Carolina corporation to be merged with and into Kenan Transport Company, with Kenan to be the surviving corporation in the merger (“Kenan” and, collectively with Parent and AMG, the “Company”).
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • July 29th, 2004 • Kenan Advantage Group Inc • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of this 30th day of April, 2001, by and among KTC/AMG Holdings Corp., a Delaware corporation to be renamed The Kenan Advantage Group, Inc. (the “Company”), and each of the signatories hereto (collectively, the “Stockholders” and each individually a “Stockholder”).
FOURTH AMENDMENTNote Purchase Agreement • July 29th, 2004 • Kenan Advantage Group Inc • New York
FOURTH AMENDMENT, dated as of July 13, 2004 (this “Fourth Amendment”), to the Note Purchase Agreement, dated as of April 30, 2001 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Note Agreement”; as modified hereby and as further amended, supplemented or otherwise modified from time to time, the “Note Agreement”), by and among ADVANTAGE MANAGEMENT GROUP, INC., an Ohio corporation (“AMG”), and KENAN TRANSPORT COMPANY, a North Carolina corporation (“Kenan” and together with AMG collectively, the “Company”), THE KENAN ADVANTAGE GROUP, INC., a Delaware corporation (the “Parent”), RSTW PARTNERS III, L.P., a Delaware limited partnership (“RSTW”), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company established under the laws of the Commonwealth of Massachusetts (“MMLI”), MASSMUTUAL CORPORATE INVESTORS, a Massachusetts business trust (“MCI”), and MASSMUTUAL PARTICIPATION INVESTORS, a Massachusetts business trust (“MPI”). MMLI, MCI
NOTE PURCHASE AGREEMENT dated as of April 30, 2001 by and between RSTW PARTNERS III, L.P., MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MASSMUTUAL CORPORATE INVESTORS, MASSMUTUAL PARTICIPATION INVESTORS, ADVANTAGE MANAGEMENT GROUP, INC., KENAN...Note Purchase Agreement • July 29th, 2004 • Kenan Advantage Group Inc
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2001, is by and among ADVANTAGE MANAGEMENT GROUP, INC., an Ohio corporation (“AMGI”) (AMGI formerly was known as Advantage Acquisition Corp., an Ohio corporation (“AAC”) which was the successor-in-interest to the merger of Advantage Management Group, Inc., an Ohio corporation with and into AAC), KTC ACQUISITION CORP., an North Carolina corporation (“KTC”), jointly and severally, RSTW PARTNERS III, L.P., a Delaware limited partnership (“RSTW”), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company established under the laws of the Commonwealth of Massachusetts (“MMLI”), MASSMUTUAL CORPORATE INVESTORS, a Massachusetts business trust (“MCI”), and MASSMUTUAL PARTICIPATION INVESTORS, a Massachusetts business trust (“MPI”). MMLI, MCI and MPI are hereinafter referred to, collectively, as the “MassMutual Investors”. RSTW and the MassMutual Investors are collectively referred to herein as the “Purchase
THIRD AMENDMENTNote Purchase Agreement • July 29th, 2004 • Kenan Advantage Group Inc • New York
THIRD AMENDMENT, dated as of December 31, 2003 (this “Third Amendment”), to the Note Purchase Agreement, dated as of April 30, 2001 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Note Agreement”; as modified hereby and as further amended, supplemented or otherwise modified from time to time, the “Note Agreement”), by and among ADVANTAGE MANAGEMENT GROUP, INC., an Ohio corporation (“AMG”), and KENAN TRANSPORT COMPANY, a North Carolina corporation (“Kenan” and together with AMG collectively, the “Company”), THE KENAN ADVANTAGE GROUP, INC., a Delaware corporation (the “Parent”), RSTW PARTNERS III, L.P., a Delaware limited partnership (“RSTW”), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company established under the laws of the Commonwealth of Massachusetts (“MMLI”), MASSMUTUAL CORPORATE INVESTORS, a Massachusetts business trust (“MCI”), and MASSMUTUAL PARTICIPATION INVESTORS, a Massachusetts business trust (“MPI”). MMLI, M
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 29th, 2004 • Kenan Advantage Group Inc • New York
WARRANT PURCHASE AGREEMENT (the “Agreement”) made as of April 30, 2001, by and among KTC/AMG HOLDINGS CORP. (to be renamed The Kenan Advantage Group, Inc. immediately following the closing), a Delaware corporation (the “Company”), RSTW PARTNERS III, L.P., a Delaware limited partnership (“RSTW”), and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company established under the laws of the Commonwealth of Massachusetts, MASSMUTUAL CORPORATE INVESTORS, a Massachusetts business trust, and MASSMUTUAL PARTICIPATION INVESTORS, a Massachusetts business trust (collectively, the “MassMutual Investors”) (RSTW and the MassMutual Investors are collectively referred to herein as the “Purchasers”).
MANAGEMENT AGREEMENTManagement Agreement • July 29th, 2004 • Kenan Advantage Group Inc • Ohio
MANAGEMENT AGREEMENT (this “Agreement”), dated as of April 30, 2001 by and among RFE Management Corporation, a Delaware corporation (“RFE”), KTC/AMG Holdings Corp., a Delaware corporation to be renamed The Kenan Advantage Group, Inc., (“Parent”), Advantage Management Group, Inc., an Ohio corporation (“AMG”), and KTC Acquisition Corp., a North Carolina corporation to be merged with and into Kenan Transport Company, with Kenan Transport to be the surviving corporation in the merger (“Kenan” and, collectively with Parent and AMG, the “Company”).
SECOND AMENDMENT AND CONSENTNote Purchase Agreement • July 29th, 2004 • Kenan Advantage Group Inc • New York
SECOND AMENDMENT AND CONSENT, dated as of May 30, 2003 (this “Second Amendment”), to the Note Purchase Agreement, dated as of April 30, 2001 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Note Agreement”; as modified hereby and as further amended, supplemented or otherwise modified from time to time, the “Note Agreement”), by and among ADVANTAGE MANAGEMENT GROUP, INC., an Ohio corporation (“AMG”), and KENAN TRANSPORT COMPANY, a North Carolina corporation (“Kenan” and together with AMG collectively, the “Company”), THE KENAN ADVANTAGE GROUP, INC., a Delaware corporation (the “Parent”), RSTW PARTNERS III, L.P., a Delaware limited partnership (“RSTW”), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company established under the laws of the Commonwealth of Massachusetts (“MMLI”), MASSMUTUAL CORPORATE INVESTORS, a Massachusetts business trust (“MCI”), and MASSMUTUAL PARTICIPATION INVESTORS, a Massachusetts business trust (“MPI”)
The Kenan Advantage Group, Inc.Underwriting Agreement • July 29th, 2004 • Kenan Advantage Group Inc
