Shares ROADRUNNER TRANSPORTATION SYSTEMS, INC. COMMON STOCK, $.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2010 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Wisconsin
ROBERT W. BAIRD & CO. INCORPORATED BB&T CAPITAL MARKETS, a division of Scott & Stringfellow, LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 24, 2015 AMONG ROADRUNNER TRANSPORTATION SYSTEMS, INC., U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and LC Issuer and CERTAIN FINANCIAL INSTITUTIONS, as...Credit Agreement • September 28th, 2015 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
This Sixth Amended and Restated Credit Agreement (the “Agreement”), dated as of September 24, 2015, is among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent.
CREDIT AGREEMENT Dated as of February 28, 2019 amongCredit Agreement • March 4th, 2019 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Illinois
This Credit Agreement (this “Agreement”) is entered into as of February 28, 2019, among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), those additional Persons that are joined as a party hereto by executing a joinder (the Company and such joined Persons each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), each of the Subsidiaries of the Company identified as “Subsidiary Guarantors” on the signature pages to this Agreement (together with those additional entities that hereafter become parties hereto as “Subsidiary Guarantors” in accordance with the terms hereof, individually, a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”), each of the Lenders form time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and a Letter of Credit Issuer.
ROADRUNNER TRANSPORTATION SYSTEMS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee Guaranteed to the extent set forth therein by the Guarantors named herein. INDENTURE dated as ofIndenture • August 10th, 2011 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • New York
INDENTURE dated as of by and among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule 1 hereto (herein called the “Guarantors”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee (the “Trustee”).
CREDIT AGREEMENT DATED AS OF May 18, 2010 AMONG ROADRUNNER TRANSPORTATION SYSTEMS, INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT AND U.S. BANK NATIONAL ASSOCIATION AS LEAD ARRANGER AND SOLE BOOK RUNNERCredit Agreement • May 20th, 2010 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
This Credit Agreement (the “Agreement”), dated as of May 18, 2010, is among Roadrunner Transportation Systems, Inc., a Delaware corporation, the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent. The parties hereto agree as follows:
4,300,000 SHARES ROADRUNNER TRANSPORTATION SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2013 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • New York
Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain stockholders of the Company (collectively, the “Selling Stockholders”) named in Schedule I hereto, severally and not jointly, propose to sell to the several Underwriters, subject to the terms and conditions stated herein, an aggregate of 4,300,000 shares of common stock, par value $0.01 per share, of the Company (the “Firm Shares”), of which 1,500,000 shares are to be issued and sold by the Company and 2,800,000 shares are to be sold by the Selling Stockholders, with each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule I hereto.
EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 13, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), each of the...Credit Agreement • September 23rd, 2019 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Illinois
EXECUTION VERSION CREDIT AGREEMENT Dated as of November 5, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., as a Borrower and THE SUBSIDIARIES OF ROADRUNNER TRANSPORTATION SYSTEMS, INC. SIGNATORY HERETO AS SUBSIDIARY GUARANTORS, each as a...Credit Agreement • November 12th, 2019 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • London
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF August 3, 2012 AMONG ROADRUNNER TRANSPORTATION SYSTEMS, INC., U.S. BANK NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and LC Issuer, and CERTAIN FINANCIAL INSTITUTIONS, as...Credit Agreement • August 8th, 2012 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
This Third Amended and Restated Credit Agreement (the “Agreement”), dated as of August 3, 2012, is among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent.
ROADRUNNER TRANSPORTATION SYSTEMS, INC. as Issuer and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee INDENTURE Dated as ofRoadrunner Transportation Systems, Inc. • July 7th, 2015 • Arrangement of transportation of freight & cargo • New York
INDENTURE dated as of , between ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as trustee (the “Trustee”).
3,500,000 SHARES ROADRUNNER TRANSPORTATION SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2012 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Wisconsin
Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 3,400,000 shares, and Mark R. Holden and Debbie K. Holden, as joint tenants (collectively, the “Selling Stockholder”), subject to the terms and conditions stated herein, propose to sell to the several Underwriters 100,000 shares, of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”).
PHX 332402387v5 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 30, 2017 (the “Effective Date”), by and between Roadrunner Transportation Systems, Inc., a...Employment Agreement • March 30th, 2018 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2019 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of February 26, 2019, by and among (i) Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), (ii) Elliott Associates, L.P., a Delaware limited partnership, Brockdale Investments LP, a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands, British West Indies limited partnership (collectively, the “Elliott Stockholders”), and (iii) Thayer Equity Investors V, L.P., a Delaware limited partnership, TC Roadrunner-Dawes Holdings, L.L.C., a Delaware limited liability company, TC Sargent Holdings, L.L.C., a Delaware limited liability company, HCI Equity Partners III, L.P., a Delaware limited partnership, and HCI Co-Investors III, L.P., a Delaware limited partnership (collectively, the “HCI Stockholders”). The Elliott Stockholders and the HCI Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.”
WARRANT AGREEMENTWarrant Agreement • May 4th, 2017 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
WHEREAS, pursuant to the Investment Agreement, dated as of May 1, 2017 (as may be amended from time to time, the “Investment Agreement”), by and among the Company, Elliott Associates, L.P., a Delaware limited partnership, and Brookdale Investments LP, a Delaware limited partnership (collectively, the “Investors”), providing, among other things, for the issuance by the Company of 379,572 warrants to purchase Common Stock (collectively, the “Warrants,”); and
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 9, 2013 AMONG ROADRUNNER TRANSPORTATION SYSTEMS, INC., U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and LC Issuer and CERTAIN FINANCIAL INSTITUTIONS, as...Credit Agreement • August 12th, 2013 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
This Fourth Amended and Restated Credit Agreement (the “Agreement”), dated as of August 9, 2013, is among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent.
ROADRUNNER DAWES, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 24th, 2011 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT is made as of this 14th day of March, 2007, by and among (i) Roadrunner Dawes, Inc., a Delaware corporation (the “Company”); (ii) Thayer Equity Investors V, L.P., a Delaware limited partnership (“Thayer”); (iii) Sankaty Credit Opportunities, L.P., (“COPS”); (iv) Sankaty Credit Opportunities II, L.P. (“COPS II”); (v) RGIP, LLC (“RGIP”); (vi) Eos Capital Partners III, L.P. (“Eos”); (vii) Eos Partners, L.P. (“Eos II”); (viii) American Capital Strategies, Ltd. (“ACAS”), (ix) American Capital Equity I, LLC (“American Capital”), (x) TC Roadrunner-Dawes Holdings, L.L.C. (“Roadrunner Dawes Co-Invest”); (xi) TC Sargent Holdings, L.L.C. (“Sargent Co-Invest”); and (xii) K&E Investment Partners, L.P. — 2005 DIF (“K&E”).
ADVISORY AGREEMENTAdvisory Agreement • May 24th, 2011 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
This Advisory Agreement (this “Agreement”) is made and entered into as of May 7, 2010, by and between Thayer | Hidden Creek Management, L.P., a Delaware limited partnership (the “Advisor”), and Roadrunner Transportation Services Holdings, Inc., a Delaware corporation (the “Company”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF August 31, 2011 AMONG ROADRUNNER TRANSPORTATION SYSTEMS, INC., U.S. BANK NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and LC Issuer, and CERTAIN FINANCIAL INSTITUTIONS, as...Credit Agreement • September 6th, 2011 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
This Second Amended and Restated Credit Agreement (the “Agreement”), dated as of August 31, 2011, is among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent.
LEASE AGREEMENTLease Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Ohio
THIS LEASE (“Lease”) is made effective July 01, 2005 by GTS Services LLC, an Ohio limited liability company, of 5876 Darrow Road, Hudson, Ohio 44236 (“Landlord”), and Group Transportation Services, Inc. of 5876 Darrow Road, Hudson, Ohio 44236 (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2016 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 18, 2016 (the “Effective Date”), by and between Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), and Curtis W. Stoelting (the “Executive”).
AGREEMENT AND PLAN OF MERGER Among Roadrunner Transportation Systems, Inc., GTS Transportation Logistics, Inc., and Group Transportation Services Holdings, Inc. May 7, 2010Agreement and Plan of Merger • May 7th, 2010 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of the 7th day of May, 2010, by and among (i) Roadrunner Transportation Systems, Inc., a Delaware corporation formerly known as Roadrunner Transportation Services Holdings, Inc. (“Roadrunner”), (ii) GTS Transportation Logistics, Inc., a Delaware corporation and wholly owned subsidiary of Roadrunner (“Acquisition Sub”), and (iii) Group Transportation Services Holdings, Inc., a Delaware corporation (“GTS”).
ContractRoadrunner Transportation Systems, Inc. • May 24th, 2011 • Arrangement of transportation of freight & cargo • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
SECURITIES PURCHASE AGREEMENT Dated as of December 11, 2009 By and Among ROADRUNNER TRANSPORTATION SERVICES, INC., as Issuer of the Junior Subordinated Notes, ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC., as Issuer of the Warrants, INTERNATIONAL...Securities Purchase Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo • Massachusetts
This SECURITIES PURCHASE AGREEMENT, dated as of December 11, 2009 (this “Agreement”), is made by and among Roadrunner Transportation Services, Inc. (f/k/a Roadrunner Dawes Freight Systems, Inc.), a Delaware corporation, as Issuer of the Notes (the “Note Issuer”); and Roadrunner Transportation Services Holdings, Inc. (f/k/a Roadrunner Dawes, Inc.), a Delaware corporation, as Issuer of the Warrants (the “Warrant Issuer” and collectively with the Note Issuer, the “Issuers”); International Transportation Holdings, Inc., a Delaware corporation (“International”), Sargent Transportation, LLC, a Delaware limited liability company (“Sargent LLC”), Sargent Trucking, Inc., a Maine corporation (“Sargent Truck”), Big Rock Transportation, Inc., an Indiana corporation (“Big Rock”), Midwest Carriers, Inc., an Indiana corporation (“Midwest”), Smith Truck Brokers, Inc., a Maine corporation (“Smith Truck”), B&J Transportation, Inc. (“B&J”), a Maine corporation, and Bullet Transportation Services, Inc., a
FORM SUBSCRIPTION AGENT AGREEMENTForm Subscription Agent Agreement • January 11th, 2019 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of January , 2019, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Roadrunner Transportation Systems, Inc. (the “Company”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
This First Amendment to Second Amended and Restated Credit Agreement (this “Amendment”) dated as of the 29th day of February, 2008, but with an effective date among the parties as of the 30th day of December, 2007 (the “Effective Date”) is by and among Roadrunner Dawes Freight Systems, Inc., a Delaware corporation, Sargent Trucking, Inc., a Maine corporation, Big Rock Transportation, Inc., an Indiana corporation, Midwest Carriers, Inc., an Indiana corporation, Smith Truck Brokers, Inc., a Maine corporation, and B&J Transportation, Inc., a Maine corporation (each, a “Borrower” and collectively the “Borrowers”), the Lenders (as defined below) party hereto and LaSalle Bank National Association, as administrative agent for Lenders (“Administrative Agent”).
CONSENT, WAIVER AND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 4th, 2010 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
This Consent, Waiver and Amendment to the Amended and Restated Note Purchase Agreement (this “Amendment”) dated as of the 23rd day of December, 2008, is by and among Roadrunner Transportation Services, Inc., a Delaware corporation (f/k/a Roadrunner Dawes Freight Systems, Inc.), Sargent Trucking, Inc., a Maine corporation, Big Rock Transportation, Inc., an Indiana corporation, Midwest Carriers, Inc., an Indiana corporation, Smith Truck Brokers, Inc., a Maine corporation, and B&J Transportation, Inc., a Maine corporation (each, a “Issuer” and collectively the “Issuers”) and the Purchasers party hereto.
EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of March 14, 2018 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), each of the...Credit Agreement • March 16th, 2018 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Illinois
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • September 11th, 2008 • Roadrunner Transportation Services Holdings, Inc. • Arrangement of transportation of freight & cargo
THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter called the “Amendment”) is made this 29th day of February, 2008, by and between GTS SERVICES LLC, an Ohio limited liability company of 5876 Darrow Road, Hudson, Ohio 44236 (“Landlord”), and GROUP TRANSPORTATION SERVICES, INC. (“Tenant”).
CONFIDENTIAL EXECUTION VERSION PHX 332443243v9 ____________________________ STOCK PURCHASE AGREEMENT ____________________________ BY AND AMONG QIC INTERMEDIATE HOLDINGS, INC., UNITRANS, INC., AND ASCENT GLOBAL LOGISTICS HOLDINGS, INC. AUGUST 16, 2017Stock Purchase Agreement • August 21st, 2017 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Arizona
JOINT FILING AGREEMENTJoint Filing Agreement • May 24th, 2011 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned, being duly authorized, hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.
2,000,000 SHARES ROADRUNNER TRANSPORTATION SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2015 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • New York
EXECUTION VERSION SECOND AMENDMENT TO FEE LETTER SECOND AMENDMENT TO FEE LETTER (this “Amendment”) dated as of October 21, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), Elliott Associates, L.P. (“Elliott...Roadrunner Transportation Systems, Inc. • October 25th, 2019 • Arrangement of transportation of freight & cargo • New York
ROADRUNNER TRANSPORTATION SYSTEMS, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of ________________, ______, between Roadrunner Transportation Systems,...Performance Restricted Stock Unit Agreement • May 6th, 2019 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2014 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
This Agreement and Plan of Merger, dated as of August 8, 2014 (this “Agreement”), is entered into by and among Active Aero Group Holdings, Inc., a Delaware corporation (the “Company”), Roadrunner Transportation Systems, Inc., a Delaware corporation (“Parent”), Project Falcon Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Project Laser Holdings, LLC, a Delaware limited liability company, solely in its capacity as the Representative. Unless the context otherwise makes clear, capitalized terms used in this Agreement are defined in ARTICLE X.
ROADRUNNER TRANSPORTATION SYSTEMS, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 10th, 2016 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
