SECURITY AGREEMENTSecurity Agreement • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local) • Michigan
THIS SECURITY AGREEMENT (the “Agreement”) dated as of December 23, 2015, is entered into by and among the Borrower (as defined below), such other entities which from time to time become parties hereto (collectively, including the Borrower, the “Debtors” and each individually a “Debtor”) and Comerica Bank (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent, as of the date hereof, are set forth on the signature pages attached hereto.
RESTRICTED STOCK AGREEMENT UNIVERSAL TRUCKLOAD SERVICES, INC. RESTRICTED STOCK BONUS AWARD NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF AWARDRestricted Stock Agreement • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local)
THIS RESTRICTED STOCK BONUS AWARD AGREEMENT (the “Agreement”) contains the terms and conditions of the restricted stock bonus award granted to you by Universal Truckload Services, Inc., a Michigan corporation (the “Company”), under Universal Truckload Services, Inc.’s 2014 Amended and Restated Stock Incentive Plan, adopted by the Company’s Board of Directors on April 23, 2014 (the “Plan”).
Consent AgreementConsent Agreement • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local)
This Consent Agreement is dated as of December 23, 2015 and is executed in connection with that certain Collateral Schedule No. 4 dated as of December 23, 2015 (the “Collateral Schedule”) which incorporates by reference the Master Security Agreement dated as of December 23, 2015 (the “Master Agreement”; together, the Collateral Schedule, Master Agreement and the associated Note are hereinafter referred to as the “Agreement”), between KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION (“KEF”), as Lender, and LGSI EQUIPMENT OF INDIANA, LLC, an Indiana limited liability company (“Customer”), as Borrower. Unless otherwise specified herein, all capitalized terms will have the meanings ascribed to them in the Master Agreement. KEF and Customer hereby agree that with respect to the equipment described in the Collateral Schedule (the “Equipment”), from and after the date hereof, the Agreement will be modified to reflect the following:
GUARANTYGuaranty • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local) • Michigan
THIS GUARANTY dated as of December 23, 2015 (as amended and otherwise modified from time to time, this “Guaranty”), is made by the undersigned Guarantors (collectively, the “Guarantors” and each, individually, a “Guarantor”) to Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”).
GUARANTYGuaranty • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local) • Michigan
THIS GUARANTY dated as of December 23, 2015, is made by Universal Truckload Services, Inc., a Michigan corporation (“Guarantor”) to Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”).
WESTPORT AXLE CORP. CREDIT AGREEMENT DATED AS OF DECEMBER 23, 2015 COMERICA BANK AS ADMINISTRATIVE AGENT, LEAD ARRANGER, AND SOLE BOOKRUNNERCredit Agreement • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local) • Michigan
This Credit Agreement (“Agreement”) is made as of December 23, 2015, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Lead Arranger and Sole Bookrunner, and Westport Axle Corp. (“Borrower”).
PLEDGE AGREEMENTPledge Agreement • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local) • Michigan
The undersigned, Universal Truckload Services, Inc., a Michigan corporation (“Debtor”), in consideration of financial accommodations to be extended to the Westport Axle Corp., a Kentucky corporation (“Borrower”), pursuant to the Credit Agreement dated as of December 23, 2015 by and among Borrower, the lenders party thereto from time to time (the “Lenders”), and Comerica Bank, a Texas banking association, as Agent for the Lenders (the “Agent”), as may be amended, restated, amended and restated, modified and/or otherwise supplemented from time to time (the “Credit Agreement”), and to secure payment and performance of any and all Indebtedness, hereby delivers and pledges to Agent and the Lenders, the membership interests listed on Exhibit “A” attached hereto, including but not limited to, all of the economic interest, the right to vote or otherwise control such companies, and all rights as a member in such companies (the “Pledged Equity”), pursuant to this Pledge Agreement dated as of Dec
LOAN AND FINANCING AGREEMENTLoan and Financing Agreement • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local) • Michigan
This Loan and Financing Agreement (“Agreement”) made December 23, 2015, by and between FLAGSTAR BANK, F.S.B., a federally chartered savings bank (“Bank”), whose address is 5151 Corporate Drive, Troy, Michigan 48098-2639, and UNIVERSAL TRUCKLOAD SERVICES, INC., a Michigan corporation (“Borrower”) having the address of 12755 E. Nine Mile Road, Warren, Michigan, 48098.
Amendment No. 1 to Master Security AgreementMaster Security Agreement • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local) • New York
THIS AMENDMENT NO. 1 TO MASTER SECURITY AGREEMENT (this “Amendment”), dated as of December 23, 2015, amends that certain Master Security Agreement dated as of December 23, 2015 between KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION, as Lender, and LGSI EQUIPMENT OF INDIANA, LLC, an Indiana limited liability company, as Borrower (the “Master Agreement”). Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them in the Master Agreement.
Master Security AgreementMaster Security Agreement • December 29th, 2015 • Universal Truckload Services, Inc. • Trucking (no local)
THIS MASTER SECURITY AGREEMENT (this “Agreement”) dated as of December 23, 2015 is made by and between LGSI EQUIPMENT OF INDIANA, LLC, an Indiana limited liability company, having its chief executive office at 12755 E. Nine Mile Road, Warren, Michigan 48089 (“Borrower”), and KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION, having an office at 17 Corporate Woods Blvd., Albany, New York 12211 (“KEF”).
