REGISTRATION RIGHTS AGREEMENT Dated January 28, 2005 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 • January 28th, 2005 • Quality Distribution Inc • Trucking (no local) • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of January 28, 2005, 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 $85,000,000 aggregate principal amount of the Note Issuers’ Senior Floating Rate Notes due 2012 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) on a senior 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.
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT AND INTERCOMPANY SUBORDINATION AGREEMENTCredit Agreement • January 28th, 2005 • Quality Distribution Inc • Trucking (no local) • New York
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT AND INTERCOMPANY SUBORDINATION AGREEMENT (this “First Amendment”), dated as of January 20, 2005, among QUALITY DISTRIBUTION, INC., a Florida corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Borrower”), various Subsidiaries of the Borrower, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
QUALITY DISTRIBUTION, LLC and QD CAPITAL CORPORATION as Issuers, the GUARANTORS named herein and THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeIndenture • January 28th, 2005 • Quality Distribution Inc • Trucking (no local) • New York
INDENTURE dated as of January 28, 2005 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 TRUST COMPANY, N.A., as trustee (the “Trustee”).
