EXHIBIT 1.1 _______________ SHARES OVERNITE CORPORATION COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT July [ ], 1998Underwriting Agreement • July 22nd, 1998 • Overnite Corp • Trucking (no local) • New York
EXHIBIT 10.4 SERVICES AGREEMENT ------------------ THIS SERVICES AGREEMENT (the "Agreement") is made and entered into as of the _______ day of August, 1998 by and between Union Pacific Corporation, a Utah corporation ("UPC"), and Overnite Corporation,...Services Agreement • July 22nd, 1998 • Overnite Corp • Trucking (no local) • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • July 22nd, 1998 • Overnite Corp • Trucking (no local) • Virginia
TAX ALLOCATION AGREEMENT ------------------------- THIS AGREEMENT is entered into as of __________, 1998, between Union Pacific Corporation ("UPC"), a Utah corporation, on behalf of itself and the other members of the UPC Consolidated Group (as...Tax Allocation Agreement • July 22nd, 1998 • Overnite Corp • Trucking (no local) • New York
Exhibit 10.1 ------------------------------------------------------------------ -------------- CREDIT AGREEMENT dated as of November [ ], 2003,Credit Agreement • October 24th, 2003 • Overnite Corp • Trucking (no local) • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2004, among OVERNITE TRANSPORTATION COMPANY, as Borrower OVERNITE CORPORATION THE LENDERS AND ISSUING BANKS FROM TIME TO TIME PARTY HERETO SUNTRUST BANK, as Administrative Agent, Collateral...Credit Agreement • November 9th, 2004 • Overnite Corp • Trucking (no local) • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2004, among OVERNITE TRANSPORTATION COMPANY, a Virginia corporation (the “Borrower”), OVERNITE CORPORATION, a Virginia corporation (“Overnite”), the Lenders (as defined in Article I), and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders and the Issuing Banks.
ContractStock Purchase and Indemnification Agreement • March 26th, 2004 • Overnite Corp • Trucking (no local) • Delaware
STOCK PURCHASE AND INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of November 5, 2003, among UNION PACIFIC CORPORATION, a Utah corporation (“UPC”), OVERNITE CORPORATION, a Virginia corporation (“Overnite”), OVERNITE, INC., a Delaware corporation (“Overnite Delaware”), OVERNITE HOLDING, INC., a Delaware corporation (“OHI”), OVERNITE TRANSPORTATION COMPANY, a Virginia corporation (“OTC”), and MOTOR CARGO INDUSTRIES, INC., a Utah corporation (“MCI”).
SERVICES AGREEMENTServices Agreement • March 26th, 2004 • Overnite Corp • Trucking (no local) • New York
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of November, 2003 by and between Union Pacific Corporation, a Utah corporation, including all of its subsidiaries and affiliates (“UPC”), and Overnite Corporation, a Virginia corporation, including all of its now or hereafter existing subsidiaries and affiliates (“Overnite”).
COMPUTER SERVICES AGREEMENTComputer Services Agreement • March 26th, 2004 • Overnite Corp • Trucking (no local) • New York
THIS COMPUTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of November, 2003 (the “Effective Date”), by and between UNION PACIFIC CORPORATION, a Utah corporation (“UPC”), and OVERNITE CORPORATION, a Virginia corporation (“Overnite”).
TAX ALLOCATION AGREEMENT BY AND AMONG UNION PACIFIC CORPORATION, OVERNITE CORPORATION AND SUBSIDIARIES DATED AS OF NOVEMBER 5, 2003Tax Allocation Agreement • March 26th, 2004 • Overnite Corp • Trucking (no local) • Delaware
THIS AGREEMENT is entered into as of November 5, 2003, between Union Pacific Corporation (“UPC”), a Utah corporation, on behalf of itself and the other members of the UPC Consolidated Group and the UPC Unitary Group (both as hereinafter defined), and Overnite Corporation, a Virginia corporation, on behalf of itself and the other members of the Overnite Consolidated Group and the Overnite Unitary Group (both as hereinafter defined), which includes Overnite Holding, Inc. (“OHI”), a Delaware corporation.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 26th, 2004 • Overnite Corp • Trucking (no local) • Virginia
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into this day of , 2004, between OVERNITE CORPORATION, a Virginia corporation (the “Company”) and (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 7.
ContractRegistration Rights Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of , 2003, between UNION PACIFIC CORPORATION, a Utah corporation (“UPC”), and OVERNITE CORPORATION, a Virginia corporation (the “Company”).
EXHIBIT 10.3 STOCK PURCHASE AND INDEMNIFICATION AGREEMENT -------------------------------------------- THIS STOCK PURCHASE AND INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this _______ day of August, 1998 by and among UNION...Stock Purchase and Indemnification Agreement • July 22nd, 1998 • Overnite Corp • Trucking (no local) • New York
OVERNITE CORPORATION Stock Option AgreementStock Option Agreement • March 15th, 2005 • Overnite Corp • Trucking (no local) • Virginia
THIS AGREEMENT dated as of the day of , 200 , between OVERNITE CORPORATION, a Virginia corporation (the “Company”), and (the “Participant”), is made pursuant and subject to the provisions of the Overnite Corporation Stock Incentive Plan (the “Plan”), a copy of which has been made available to Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
EXHIBIT 10.7 PENSION PLAN AGREEMENT ---------------------- This PENSION PLAN AGREEMENT (the "Agreement") is made and entered as of the 30/th/ day of June, 1998 by and among UNION PACIFIC CORPORATION, a Utah corporation ("UPC"), OVERNITE TRANSPORTATION...Pension Plan Agreement • July 22nd, 1998 • Overnite Corp • Trucking (no local) • New York
Shares OVERNITE CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • New York
Union Pacific Corporation, a Utah corporation (“UPC”), as the sole selling shareholder, proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of shares (the “Firm Shares”) of Common Stock (as defined below), par value $0.01 per share, of Overnite Corporation, a Virginia Corporation (the “Company”).
AGREEMENT OF MERGER AMONG UNITED PARCEL SERVICE, INC., OLYMPIC MERGER SUB, INC. AND OVERNITE CORPORATION DATED AS OF MAY 15, 2005Agreement of Merger • May 16th, 2005 • Overnite Corp • Trucking (no local) • Delaware
THIS AGREEMENT OF MERGER (this “Agreement”), dated as of May 15, 2005, by and among United Parcel Service, Inc., a Delaware corporation (“Parent”), Olympic Merger Sub, Inc., a Virginia corporation (“Sub”) and indirect wholly owned subsidiary of Parent, and Overnite Corporation, a Virginia corporation (the “Company”).
COMPENSATION ARRANGEMENT AGREEMENTCompensation Arrangement Agreement • September 12th, 2003 • Overnite Corp • Trucking (no local) • Virginia
THIS COMPENSATION ARRANGEMENT AGREEMENT (this “Agreement”) is made this day of , 2003 (the “Effective Date”), by and between UNION PACIFIC CORPORATION, a Utah corporation (“Union Pacific”) and OVERNITE CORPORATION, a Virginia corporation (“Overnite”).
TRANSFER AND ADMINISTRATION AGREEMENT by and among OVERNITE TRANSPORTATION COMPANY, as Originator and as Servicer, YC SUSI TRUST, as Conduit Investor, BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent, as Administrator, as Letter of Credit Bank and as...Transfer and Administration Agreement • March 15th, 2005 • Overnite Corp • Trucking (no local) • New York
THIS TRANSFER AND ADMINISTRATION AGREEMENT (this “Agreement”), dated as of December 17, 2004, by and among OVERNITE TRANSPORTATION COMPANY, a Virginia corporation, individually (the “Originator”) and as initial Servicer, YC SUSI TRUST, a Delaware statutory trust, as the Conduit Investor, BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (“Bank of America”), as the Agent for the Investors and the Letter of Credit Bank, as Administrator, as Letter of Credit Bank and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors.
OVERNITE CORPORATION Restricted Stock Award AgreementRestricted Stock Award Agreement • March 15th, 2005 • Overnite Corp • Trucking (no local) • Virginia
THIS AGREEMENT dated as of the day of , 200 , between OVERNITE CORPORATION, a Virginia corporation (the “Company”) and (“Participant”) is made pursuant and subject to the provisions of the Overnite Corporation Stock Incentive Plan (the “Plan”), a copy of which has been made available to Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
EXHIBIT 10.6 COMPUTER AND INFORMATION TECHNOLOGY AGREEMENT MISCELLANEOUS SERVICES ---------------------- THIS COMPUTER AND INFORMATION TECHNOLOGY AGREEMENT -MISCELLANEOUS SERVICES (the "Agreement") is made and entered into as of the ____ day of...Computer and Information Technology Agreement • July 22nd, 1998 • Overnite Corp • Trucking (no local) • Missouri
COMPENSATION ARRANGEMENT AGREEMENTCompensation Arrangement Agreement • March 26th, 2004 • Overnite Corp • Trucking (no local) • Virginia
THIS COMPENSATION ARRANGEMENT AGREEMENT (this “Agreement”) is made this 5th day of November, 2003 (the “Effective Date”), by and between UNION PACIFIC CORPORATION, a Utah corporation (“Union Pacific”), OVERNITE CORPORATION, a Virginia corporation (“Overnite”), and OVERNITE TRANSPORTATION COMPANY, a Virginia corporation (“OTC”).
