ContractStock Purchase and Indemnification Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • Delaware
STOCK PURCHASE AND INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 2003, among UNION PACIFIC CORPORATION, a Utah corporation (“UPC”), OVERNITE CORPORATION, a Virginia corporation (“Overnite”), OVERNITE, INC., a Delaware corporation (“Overnite Delaware”), OVERNITE HOLDING, INC., a Delaware corporation (“OHI”), OVERNITE TRANSPORTATION COMPANY, a Virginia corporation (“OTC”), and MOTOR CARGO INDUSTRIES, INC., a Utah corporation (“MCI”).
SERVICES AGREEMENTServices Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • New York
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2003 by and between Union Pacific Corporation, a Utah corporation, including all of its subsidiaries and affiliates (“UPC”), and Overnite Corporation, a Virginia corporation, including all of its now or hereafter existing subsidiaries and affiliates (“Overnite”).
COMPUTER SERVICES AGREEMENTComputer Services Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • New York
THIS COMPUTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2003 (the “Effective Date”), by and between UNION PACIFIC CORPORATION, a Utah corporation (“UPC”), and OVERNITE CORPORATION, a Virginia corporation (“Overnite”).
TAX ALLOCATION AGREEMENT BY AND AMONG UNION PACIFIC CORPORATION, OVERNITE CORPORATION AND SUBSIDIARIES DATED AS OF , 2003Tax Allocation Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • Delaware
THIS AGREEMENT is entered into as of , 2003, between Union Pacific Corporation (“UPC”), a Utah corporation, on behalf of itself and the other members of the UPC Consolidated Group and the UPC Unitary Group (both as hereinafter defined), and Overnite Corporation, a Virginia corporation, on behalf of itself and the other members of the Overnite Consolidated Group and the Overnite Unitary Group (both as hereinafter defined), which includes Overnite Holding, Inc. (“OHI”), a Delaware corporation.
ContractRegistration Rights Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of , 2003, between UNION PACIFIC CORPORATION, a Utah corporation (“UPC”), and OVERNITE CORPORATION, a Virginia corporation (the “Company”).
Shares OVERNITE CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • New York
Union Pacific Corporation, a Utah corporation (“UPC”), as the sole selling shareholder, proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of shares (the “Firm Shares”) of Common Stock (as defined below), par value $0.01 per share, of Overnite Corporation, a Virginia Corporation (the “Company”).
COMPENSATION ARRANGEMENT AGREEMENTCompensation Arrangement Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • Virginia
THIS COMPENSATION ARRANGEMENT AGREEMENT (this “Agreement”) is made this day of , 2003 (the “Effective Date”), by and between UNION PACIFIC CORPORATION, a Utah corporation (“Union Pacific”) and OVERNITE CORPORATION, a Virginia corporation (“Overnite”).
