REGISTRATION RIGHTS AGREEMENT Dated December 18, 2007 among QUALITY DISTRIBUTION, LLC, QD CAPITAL CORPORATION, THE GUARANTORS NAMED HEREIN, and CREDIT SUISSE SECURITIES (USA) LLCRegistration Rights Agreement • December 24th, 2007 • Quality Distribution Inc • Trucking (no local) • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of December 13, 2007, by and among the Issuers and the Initial Purchaser (the “Purchase Agreement”) that provides for the sale by the Note Issuers to the Initial Purchaser of $50,000,000 aggregate principal amount of the Note Issuers’ Senior Floating Rate Notes due 2012, Series B (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 Purchaser 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 Purchaser and its direct and indirect transferees and assigns. The execution and delivery of this Agreement is a condition to the Initial Purchaser’s 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 TRUST COMPANY, N.A. as TrusteeQuality Distribution Inc • December 24th, 2007 • Trucking (no local) • New York
INDENTURE dated as of December 18, 2007 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”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 24th, 2007 • Quality Distribution Inc • Trucking (no local) • Florida
This Amendment to Stock Purchase Agreement (“Amendment”) is entered into effective as of December 18, 2007, by and among (a) Quality Distribution, LLC, a Delaware limited liability company (“Buyer”), and (b) (i) Walter J. Boasso, an individual of the full age of majority, (ii) Scott Leonard, an individual of the full age of majority, (iii) Scott D. Giroir, an individual of the full age of majority, (iv) Robert E. Showalter, an individual of the full age of majority, (v) Robert E. Showalter , as trustee for The Boasso Inter Vivos Trust for Brittany Anne Boasso, (vi) Robert E. Showalter, as trustee for The Boasso Inter Vivos Trust for Walter Joseph Boasso, Jr., (vii) Robert E. Showalter, as trustee for The Boasso Inter Vivos Trust for Rory James Boasso, and (viii) Rose Mary Doyle, an individual of the full age of majority (each a “Seller” and collectively, “Sellers”).
QUALITY DISTRIBUTION, LLC and QD CAPITAL CORPORATION as Issuers, the GUARANTORS named in the Indenture (as defined herein), BOASSO AMERICA CORPORATION as Guarantor and THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeSupplemental Indenture • December 24th, 2007 • Quality Distribution Inc • Trucking (no local) • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 18, 2007, 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”), BOASSO AMERICA CORPORATION (the “Undersigned”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the “Trustee”).
FIXED ASSET REVOLVING FACILITY GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of December 18, 2007, among QUALITY DISTRIBUTION, INC., as Holdings, QUALITY DISTRIBUTION, LLC, as Borrower, each Subsidiary of the Borrower identified herein,...Fixed Asset Revolving Facility Guarantee And • December 24th, 2007 • Quality Distribution Inc • Trucking (no local) • New York
FIXED ASSET REVOLVING FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of December 18, 2007 (this “Agreement”), among QUALITY DISTRIBUTION, INC., a Florida corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower identified on Schedule I or otherwise identified herein as a party (each, a “Subsidiary Party”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as administrative agent for the Fixed Asset Revolving Facility Lenders under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
QUALITY DISTRIBUTION, LLC and QD CAPITAL CORPORATION as Issuers, the GUARANTORS named in the Indenture (as defined herein), BOASSO AMERICA CORPORATION as Guarantor and THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeSupplemental Indenture • December 24th, 2007 • Quality Distribution Inc • Trucking (no local) • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 18, 2007, 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”), BOASSO AMERICA CORPORATION (the “Undersigned”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of December 18, 2007, Among QUALITY DISTRIBUTION, INC, as Holdings QUALITY DISTRIBUTION, LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, SUNTRUST BANK, as Syndication...Credit Agreement • December 24th, 2007 • Quality Distribution Inc • Trucking (no local) • New York
CREDIT AGREEMENT dated as of December 18, 2007 (this “Agreement”), among QUALITY DISTRIBUTION, INC., a Florida corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as Administrative Agent (as defined below) for the Lenders, GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Collateral Agent (as defined below) for the Lenders, SUNTRUST BANK, as syndication agent (in such capacity, the “Syndication Agent”), and Wachovia Bank, National Association, as documentation agent (in such capacity, the “Documentation Agent”).
CURRENT ASSET REVOLVING FACILITY GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of December 18, 2007, among QUALITY DISTRIBUTION, INC., as Holdings, QUALITY DISTRIBUTION, LLC, as Borrower, each Subsidiary of the Borrower identified herein,...Current Asset Revolving Facility Guarantee And • December 24th, 2007 • Quality Distribution Inc • Trucking (no local) • New York
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of December 18, 2007 (this “Agreement”), among QUALITY DISTRIBUTION, INC., a Florida corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower identified on Schedule I or otherwise identified herein as a party (each, a “Subsidiary Party”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as administrative agent for the Current Asset Revolving Facility Lenders under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
