INDENTURE Dated as of October 2, 2023 Between GN BONDCO, LLC as the Escrow Issuer the Guarantors party hereto from time to time and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and Notes Collateral Agent $725,000,000 9.500% SENIOR SECURED...Supplemental Indenture • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
INDENTURE, dated as of October 2, 2023, among GN Bondco, LLC, a Delaware limited liability company (the “Escrow Issuer”), the Guarantors party hereto from time to time and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent.
SHAREHOLDERS AGREEMENT by and among FORWARD AIR CORPORATION, EVE OMNI INVESTOR, LLC and OMNI INVESTOR HOLDINGS, LLC Dated as of January 25, 2024Joinder Agreement • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • Delaware
and any Permitted Transferees (as defined below) that execute joinders to this Agreement pursuant to Section 4.02 after the date of this Agreement.
INVESTOR RIGHTS AGREEMENT by and among FORWARD AIR CORPORATION and R INVESTORS (as defined herein), E INVESTORS (as defined herein), and the other Investors set forth on Schedule 1 hereto, as Investors, and REP OMNI HOLDINGS, L.P., as Investors’...Investor Rights Agreement • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • Delaware
and any Permitted Transferees (as defined below) that execute joinders to this Agreement pursuant to Section 3.02 after the date of this Agreement.
FIRST SUPPLEMENTAL INDENTURE Dated as of January 25, 2024 To INDENTURE Dated as of October 2, 2023 CLUE OPCO LLC, as Issuer, the GUARANTORS party hereto as Guarantors, and as Trustee and Notes Collateral Agent $725,000,000 9.500% SENIOR SECURED NOTES...First Supplemental Indenture • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of January 25, 2024 (this “Completion Date Supplemental Indenture”), is entered into by and among Clue Opco LLC, a Delaware limited liability company (“Opco”), the other parties that are signatories hereto as Guarantors, and U.S. Bank Trust Company, National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”).
CREDIT AGREEMENT by and among GN LOANCO, LLC, as Escrow Borrower, THE CREDIT PARTIES SIGNATORY HERETO FROM TIME TO TIME, as Borrower or as Guarantors, as applicable, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders and, if applicable, L/C...Credit Agreement • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
This CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), dated as of December 19, 2023, by and among GN LOANCO, LLC, a Delaware limited liability company (“Escrow Borrower”); the other Credit Parties signatory hereto from time to time; CITIBANK, N.A. (“Citi”), as administrative agent and collateral agent for the Lenders and L/C Issuers (together, with any permitted successors in such capacity, “Agent”); and the Lenders and L/C Issuers signatory hereto from time to time.
ContractCredit Agreement • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
ESCROW RELEASE DATE INCREMENTAL REVOLVING AMENDMENT dated as of January 25, 2024 (this “Agreement”), relating to the CREDIT AGREEMENT dated as of December 19, 2023 (as amended, supplemented or otherwise modified on or prior to the date hereof, the “Credit Agreement” and the Credit Agreement as amended by this Agreement, the “Amended Credit Agreement”), among CLUE OPCO LLC, a Delaware limited liability company (as successor by merger to GN Loanco, LLC) (“Borrower”), the Credit Parties signatory thereto from time to time, the Lenders signatory thereto from time to time and CITIBANK, N.A., as administrative agent and collateral agent for the Lenders and L/C Issuers (together, with any permitted successors in such capacity, “Agent”).
ESCROW RELEASE DATE ASSUMPTION AND JOINDER AGREEMENT (this “Assumption and Joinder Agreement”), dated as of January 25, 2024 among GN LOANCO, LLC, a Delaware limited liability company (“Escrow Borrower”), CLUE OPCO LLC, a Delaware limited liability...Execution Version • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
WHEREAS on December 19, 2023 (the “Escrow Funding Date”), Escrow Borrower (i) borrowed $1,125,000,000 aggregate principal amount of Term B Loans under the Credit Agreement (the “Credit Agreement”), dated as of the Escrow Funding Date, by and among, inter alia, Escrow Borrower and Agent, and (ii) deposited the proceeds of the Term B Loans and other funds into the Escrow Account; and
TAX RECEIVABLE AGREEMENT by and among FORWARD AIR CORPORATION, CENTRAL STATES LOGISTICS, INC., CLUE OPCO LLC and THE MEMBERS FROM TIME TO TIME PARTY HERETO Dated as of January 25, 2024Tax Receivable Agreement • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 25, 2024, is hereby entered into by and among Forward Air Corporation, a Tennessee corporation (“Parent”), Central States Logistics, Inc., an Illinois corporation and wholly owned subsidiary of Parent (“Holdco”), Clue Opco LLC, a Delaware limited liability company (“Opco”), Omni Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), the Rollover Members (as defined herein), the Management Holdings Members (as defined herein), the Blocker Members (as defined herein), and each of the other Members (as defined herein) from time to time party hereto; provided that the Rollover Members, Management Holdings Members and Blocker Members shall only be a party hereto following delivery of a Letter of Transmittal (as defined in and pursuant to the Merger Agreement (as defined below)).
