Roadrunner Transportation Systems, Inc. Downers Grove, Illinois 60515 Attn: Curtis W. Stoelting,Letter Agreement • January 31st, 2018 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • New York
This letter agreement (this “Agreement”) sets forth the several (and not joint and several) commitment of each investor set forth on Exhibit A hereto (each, an “Equity Sponsor”) to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of Roadrunner Transportation Systems, Inc., a Delaware corporation (“Roadrunner”). This Agreement is also in reference to (i) that certain Investment Agreement, dated as of May 1, 2017 (as amended, the “Investment Agreement”), among Roadrunner and the Equity Sponsors, and (ii) that certain Credit Agreement, dated as July 21, 2017 (as amended, the “Credit Agreement”), among (x) Roadrunner, (y) the “Borrowers,” the “Subsidiary Guarantors” and the “Lenders” named therein, and (z) BMO Harris Bank, N.A., as Administrative Agent, Swing Line Lender and a Letter of Credit Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Investment
