REGISTRATION RIGHTS AGREEMENT Dated October 15, 2009 among QUALITY DISTRIBUTION, LLC, QD CAPITAL CORPORATION, THE GUARANTORS NAMED HEREIN, CREDIT SUISSE SECURITIES (USA) LLC and MOELIS & COMPANY LLCRegistration Rights Agreement • October 16th, 2009 • Quality Distribution Inc • Trucking (no local) • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of October 15, 2009 (this “Agreement”), among QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Company”), QD CAPITAL CORPORATION, a Delaware corporation and wholly owned subsidiary of the Company (“QD Capital” and, together with the Company, the “Note Issuers”), the guarantors as set forth on Annex I hereto (the “Guarantors” and together with the Note Issuers, the “Issuers”), CREDIT SUISSE SECURITIES (USA) LLC (“CS”), MOELIS & COMPANY LLC (together with CS, the “Dealer Managers”). The Dealer Managers agreed to act in such capacity in connection with the offer to exchange the Note Issuers’ new 11.75% Senior Subordinated PIK Notes due 2013 (the “New Notes”) and warrants to purchase shares of Quality Distribution, Inc. for any and all outstanding 9% Senior Subordinated Notes due 2010 of the Note Issuers (together, the “Old Notes”). The New Notes will be guaranteed (the “Guarantees”) on a senior subordinate
QUALITY DISTRIBUTION, LLC and QD CAPITAL CORPORATION as Issuers, the GUARANTORS named herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of October 15, 2009 10% Senior Notes due 2013Indenture • October 16th, 2009 • Quality Distribution Inc • Trucking (no local) • New York
INDENTURE dated as of October 15, 2009 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 MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
QUALITY DISTRIBUTION, LLC and QD CAPITAL CORPORATION as Issuers, the GUARANTORS named herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of October 15, 2009 11.75% Senior Subordinated PIK Notes due 2013Indenture • October 16th, 2009 • Quality Distribution Inc • Trucking (no local) • New York
INDENTURE dated as of October 15, 2009 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 MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
ContractWarrant Agreement • October 16th, 2009 • Quality Distribution Inc • Trucking (no local) • New York
WARRANT AGREEMENT dated as of October 15, 2009 (this “Warrant Agreement”), between QUALITY DISTRIBUTION, INC., a Florida corporation (the “Corporation”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as warrant agent (the “Warrant Agent”).
