REGISTRATION RIGHTS AGREEMENT Dated November 13, 2003 among QUALITY DISTRIBUTION, LLC, QD CAPITAL CORPORATION, THE GUARANTORS NAMED HEREIN, CREDIT SUISSE FIRST BOSTON LLC, DEUTSCHE BANK SECURITIES INC., BEAR, STEARNS & CO. INC. andRegistration Rights Agreement • March 30th, 2004 • Quality Distribution Inc • Trucking (no local) • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of November 13, 2003, by and among the Issuers and the Initial Purchasers (the “Purchase Agreement”) that provides for the sale by the Company to the Initial Purchasers of $125,000,000 aggregate principal amount of the Company’s 9% Senior Subordinated Notes due 2010 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) on a senior subordinated basis by the Guarantors. The Notes and the Guarantees together are herein referred to as the “Securities.” In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect transferees and assigns. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.
QUALITY DISTRIBUTION, LLC and QD CAPITAL CORPORATION as Issuers, the GUARANTORS named herein and THE BANK OF NEW YORK, as TrusteeQuality Distribution Inc • March 30th, 2004 • Trucking (no local) • New York
INDENTURE dated as of November 13, 2003 among QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Company”), and QD CAPITAL CORPORATION, a Delaware corporation (“QD Capital”, and together with the Company, the “Issuers”), the Guarantors (as defined herein) and THE BANK OF NEW YORK, as trustee (the “Trustee”).
ContractPledge Agreement • March 30th, 2004 • Quality Distribution Inc • Trucking (no local) • New York
WHEREAS, Quality Distribution, Inc. (“Holdings”), Quality Distribution, LLC (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, as Documentation Agent (in such capacity, together with any successor documentation agent, the “Documentation Agent”), Deutsche Bank Securities Inc. and Bear Sterns Corporate Lending Inc., as Co-Syndication Agents (in such capacity, together with any successor syndication agents, the “Co-Syndication Agents”), and Credit Suisse First Boston, acting through its Cayman Islands Branch, as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”), have entered into a Credit Agreement, dated as of November 13, 2003 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans to, and the issuance of, and participation in, Letters of Credit for the account of the Borrower, all as contemplated t
CREDIT AGREEMENT among QUALITY DISTRIBUTION, INC., QUALITY DISTRIBUTION, LLC, VARIOUS LENDING INSTITUTIONS, JPMORGAN CHASE BANK, AS DOCUMENTATION AGENT, DEUTSCHE BANK SECURITIES INC. AND BEAR STEARNS CORPORATE LENDING INC., AS CO- SYNDICATION AGENTS,...Credit Agreement • March 30th, 2004 • Quality Distribution Inc • Trucking (no local) • New York
CREDIT AGREEMENT, dated as of November 13, 2003, among QUALITY DISTRIBUTION, INC., a Florida corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, as Documentation Agent (in such capacity, the “Documentation Agent”), DEUTSCHE BANK SECURITIES INC. and BEAR STEARNS CORPORATE LENDING INC., as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), and CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent” and, together with the Documentation Agent and the Co-Syndication Agents, each, an “Agent” and, collectively, the “Agents”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 11 are used herein as so defined.
SECURITY AGREEMENT among QUALITY DISTRIBUTION, LLC, VARIOUS SUBSIDIARIES OF QUALITY DISTRIBUTION, INC. and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Collateral AgentSecurity Agreement • March 30th, 2004 • Quality Distribution Inc • Trucking (no local) • New York
SECURITY AGREEMENT, dated as of November 13, 2003 (as the same may be further amended, amended and restated, modified and/or supplemented from time to time, this “Agreement”), among each of the undersigned (each, an “Assignor” and, together with each other entity which becomes a party hereto pursuant to Section 11.12, collectively, the “Assignors”) and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Collateral Agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article X hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
SUBSIDIARIES GUARANTYSubsidiaries Guaranty • March 30th, 2004 • Quality Distribution Inc • Trucking (no local)
SUBSIDIARIES GUARANTY, dated as of November 13, 2003 (as amended, amended and restated, modified and/or supplemented from time to time, this “Guaranty”), made by each of the undersigned (each, a “Guarantor” and, together with any other entity which becomes a party hereto pursuant to Section 24, collectively, the “Guarantors”). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
