9.25% SENIOR SECURED NOTES DUE 2020Indenture • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
This Indenture, dated as of June 18, 2013, is by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”) and as Collateral Agent (as defined herein).
JACK COOPER HOLDINGS CORP. AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • Delaware
This Amended and Restated Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of November 29, 2010, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).
CREDIT AGREEMENT by and among JACK COOPER HOLDINGS CORP., as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and MSDC JC INVESTMENTS, LLC as Agent Dated as of March 31, 2015Credit Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of March 31, 2015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), MSDC JC INVESTMENTS, LLC (“MSDC”), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), JACK COOPER HOLDINGS CORP., a Delaware corporation (“Borrower”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • California
This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of June 18, 2013, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
Jack Cooper Holdings Corp.Offer of Continued Employment • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • Georgia
Please accept this letter agreement as an offer of continued employment with Jack Cooper Holdings Corp. (the “Company”; and, together with its parent company and its direct and indirect subsidiaries, the “JC Companies”). If you accept this offer of continued employment by signing at the bottom of this letter agreement, your continued employment with the Company will be based upon the terms and conditions set forth herein effective as of January 1, 2015 (the “Effective Date”).
SEPARATION, RESTRICTIVE COVENANTS, AND CONSULTING AGREEMENTSeparation, Restrictive Covenants, and Consulting Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • Kansas
This SEPARATION, RESTRICTIVE COVENANTS, AND CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of September, 2014 (the “Execution Date”) to be effective as of August 31, 2014 (the “Effective Date”) by and between: (a) Jack Cooper Holdings Corp. (the “Company”; and, together with its parent company and its direct and indirect subsidiaries, the “JC Companies”); and (b) Robert Griffin, an individual and resident of the state of Pennsylvania (“Executive”). This Agreement is made under the following circumstances and understandings of the parties hereto:
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
Amendment No. 1 to Credit Agreement, dated as of December 23, 2015 (this “Amendment”), among Jack Cooper Holdings Corp., a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders”), and MSDC JC Investments, LLC, as agent for the Lenders (in such capacity, the “Agent”).
First Supplemental IndentureFirst Supplemental Indenture • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
SECURITY AGREEMENTSecurity Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of June 18, 2013, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
JOINDER NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
JOINDER NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
Joinder No. 1 (this “Joinder”), dated as of December 13, 2013, to the Amended and Restated Security Agreement, dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 27 day of December, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
This Amendment Number One to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of August 6, 2013, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), and the undersigned Guarantors, on the other hand, in light of the following:
JOINDERJoinder • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
Joinder No. 1 (this “Joinder”), dated as of December 13, 2013, to the Security Agreement, dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • California
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 27th day of December, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
AMENDED AND RESTATED CREDIT AGREEMENT by and among JACK COOPER HOLDINGS CORP. and certain of its Subsidiaries, as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC as the Agent Dated as of June 18,...Credit Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • California
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 18, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”) and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • California
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 27th day of December, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
Amended and Restated Limited Liability Company Agreement of Jack Cooper Logistics, LLC Effective as of March 1, 2011Limited Liability Company Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made and entered into as of September , 2011 to be effective as of March 1, 2011, by and among Jack Cooper Logistics, LLC (the “Company”) and the Persons (as defined below) identified as the Members on Schedule A attached hereto (such Persons and their respective successors in interest being hereinafter referred to individually as “Member” or collectively as “Members”), as such Schedule A may hereinafter be amended.
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 27 day of December, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US BANK”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
CONSENT AGREEMENTConsent Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
THIS CONSENT AGREEMENT (“Agreement”) dated as of December 23, 2013 (the “Effective Date”) is made and entered into by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (“Agent”), and, on the other hand, JACK COOPER HOLDINGS CORP. (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). Initially capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Credit Agreement (defined below).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 2nd day of April, 2015, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and MSDC JC Investments, LLC, a Delaware limited liability company (“MSDC”), in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 5th day of June, 2014, by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), JCH Parent, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Parent”), and JCHC Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENT by and among Jack Cooper Holdings Corp. andRegistration Rights Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 7, 2013, but will become effective on and after the Stage II Issue Date (as defined below), by Jack Cooper Holdings Corp., a Delaware corporation (“JCHC” or the “Stage II Issuer”), the entities named in Schedule I hereto, including any guarantors added pursuant to a supplement to the Indenture, (the “Guarantors”), and Wells Fargo Securities, LLC and Barclays Capital Inc., as the Initial Purchasers (the “Initial Purchasers”), relating to JCHC’s 9.25% Senior Secured Notes due 2020 (the “Stage II Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Stage II Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
JOINDER NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 18th day of June, 2013, by and among the Grantor listed on the signature pages hereof (the “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of April 2, 2015, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and MSDC JC Investments, LLC, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).
SECOND SUPPLEMENTAL INDENTURE Dated as of January 7, 2014 among JACK COOPER HOLDINGS CORP. as Issuer, The GUARANTORS named therein and as Trustee and as Collateral AgentSupplemental Indenture • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 7, 2014 by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), the Guarantors under the Indenture referred to below, and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent (the “Collateral Agent”).
AMENDMENT NUMBER TWO TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
This Amendment Number Two to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of September 6, 2013, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), and the undersigned Guarantors, on the other hand, in light of the following:
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • California
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 18th day of June, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
SUPPLEMENTAL INDENTURE IN RESPECT OF GUARANTEESupplemental Indenture • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
SUPPLEMENTAL INDENTURE, dated as of December 13, 2013 (this “Supplemental Indenture”), among Axis Logistic Services, Inc., a Delaware corporation (“Axis”), Jack Cooper Rail and Shuttle, Inc. (“Rail”), Jack Cooper CT Services, Inc. (“CT” and collectively along with Axis and Rail, the “Guarantors”), Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.
REGISTRATION RIGHTS AGREEMENT by and among Jack Cooper Holdings Corp. andRegistration Rights Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 18, 2013, by Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), the entities named in Schedule I hereto (the “Guarantors”), and Wells Fargo Securities, LLC and Barclays Capital Inc., as the Initial Purchasers (the “Initial Purchasers”), who have agreed to purchase the Issuer’s 9.25% Senior Secured Notes due 2020 (the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 2nd day of April 2015 by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and MSDC JC Investments, LLC, a Delaware limited liability company, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).
AMENDMENT NUMBER THREE TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO AMENDED AND RESTATED SECURITY AGREEMENTCredit Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local)
This Amendment Number Three to Amended and Restated Credit Agreement and Amendment Number One to Amended and Restated Security Agreement (this “Amendment”) is entered into as of April 2, 2015, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), and the undersigned Guarantors, on the other hand,
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • April 11th, 2016 • Jack Cooper Logistics, LLC • Trucking (no local) • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 2, 2015, is delivered by and among JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”) and each of Parent’s undersigned Subsidiaries (Parent and such Subsidiaries, each, an “Obligor”, and individually and collectively, jointly and severally, the “Obligors”), in favor of MSDC JC Investments, LLC, as agent for the Lender Group (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
