ARTICLE I AMENDMENTSMTL Inc • November 3rd, 1998 • Trucking (no local) • New York
AS ISSUER, ANDQuality Distribution Inc • June 6th, 2002 • Trucking (no local) • New York
AS ISSUER,Quality Distribution Inc • June 6th, 2002 • Trucking (no local) • New York
Exhibit 10.6 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), dated as of February 10, 1998, is entered into by and between MONTGOMERY TANK LINES, INC., an Illinois corporation (the "Company"), and ELTON E. BABBITT (the "Consultant")....Consulting Agreement • November 3rd, 1998 • MTL Inc • Trucking (no local) • Florida
EXHIBIT 10.15 PLEDGE AGREEMENT PLEDGE AGREEMENT dated November 8, 1999 ("Pledge Agreement"), made by Thomas Finkbiner ("Pledgor") to Quality Distribution, Inc. (the "Pledgee"). WHEREAS, Pledgor is an officer of Pledgee, a Florida corporation, and owns...Pledge Agreement • March 29th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement"), dated as of February 10, 1998, by and between Charles O'Brien, Jr. (the "Executive") and Montgomery Tank Lines, Inc., an Illinois corporation (the "Company"). WHEREAS, the Executive...Employment Agreement • November 3rd, 1998 • MTL Inc • Trucking (no local) • Florida
ARTICLE 1Agreement and Plan of Merger • November 3rd, 1998 • MTL Inc • Trucking (no local) • Florida
Exhibit 10.34 STOCK OPTION AGREEMENT (this "Agreement") dated as of the date set forth on the signature page hereto, between QUALITY DISTRIBUTION, INC., a Florida corporation (the "Company"), and the optionee set forth on the signature page hereto...Stock Option Agreement • November 5th, 2003 • Quality Distribution Inc • Trucking (no local) • Florida
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 5th, 2003 • Quality Distribution Inc • Trucking (no local) • New York
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 1998 • MTL Inc • Trucking (no local) • New York
Paragraph Page No. 1. Restrictions on Transfer; Permitted Transferees; Pledges........................... 1 2. Notice by Shareholder of Proposed Transfers........................................ 2 3. Offer to Sell...Shareholders' Agreement • November 3rd, 1998 • MTL Inc • Trucking (no local) • New York
EXHIBIT 4.5 FOURTH AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO U.S. SECURITY AGREEMENT; AND ACKNOWLEDGMENTS AND AGREEMENTS WITH RESPECT TO U.S. SUBSIDIARIES GUARANTY AND U.S. SECURITY DOCUMENTS FOURTH AMENDMENT TO CREDIT AGREEMENT; FIRST...Credit Agreement • March 29th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 3rd, 1998 • MTL Inc • Trucking (no local) • New York
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of November 8, 1999, by and between Thomas Finkbiner (the "Executive") and QUALITY DISTRIBUTION, INC., a Florida corporation (the "Company"). WHEREAS, the Company desires to have the benefit of the...Employment Agreement • March 29th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
INDENTUREMTL Inc • November 3rd, 1998 • Trucking (no local)
MTL INC.,MTL Inc • November 3rd, 1998 • Trucking (no local) • New York
EXHIBIT 10.10 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") made as of this 10 day of February 1998, by and between MTL Inc., a Florida corporation, having an address at 3108 Central Drive, Plant City, Florida 33567 (the "Company")...Management Agreement • November 3rd, 1998 • MTL Inc • Trucking (no local) • New York
MTL INC. as Issuer andMTL Inc • November 3rd, 1998 • Trucking (no local) • New York
W I T N E S S E T H :Quality Distribution Inc • March 29th, 2002 • Trucking (no local) • New York
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of November 19, 2000, by and between Doug Allen (the "Executive") and QUALITY DISTRIBUTION, INC., a Florida corporation (the "Company").Employment Agreement • March 29th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
amongCredit Agreement • November 5th, 2003 • Quality Distribution Inc • Trucking (no local) • New York
10?% SENIOR NOTES DUE 2005 First Supplemental Indenture Dated as of August 12, 1998 First Union National BankFirst Supplemental Indenture • November 3rd, 1998 • MTL Inc • Trucking (no local) • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT Dated May 30, 2002Registration Rights Agreement • June 6th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
EXHIBIT 10.16 STOCK OPTION AGREEMENT dated as of the date set forth on the signature page hereto, between QUALITY DISTRIBUTION, INC., a Florida corporation (the "Company"), and the optionee set forth on the signature page hereto (the "Optionee"). The...Stock Option Agreement • March 29th, 2002 • Quality Distribution Inc • Trucking (no local) • Florida
FIRST AMENDMENTFirst Amendment • March 29th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
EXHIBIT 4.3 SECOND SUPPLEMENTAL INDENTURE, dated as of May 30, 2002 (this "Second Supplemental Indenture"), by and between Quality Distribution, Inc., a Florida corporation (the "Company"), the subsidiaries of the Company listed on the signature pages...Second Supplemental Indenture • June 6th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
among MTL INC., APOLLO INVESTMENT FUND III, L.P., APOLLO OVERSEAS PARTNERS III, L.P., APOLLO U.K. FUND III, L.P., and Certain Shareholders of MTL Inc.Shareholders' Agreement • March 29th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
EXHIBIT 4.1 CREDIT AGREEMENTCredit Agreement • November 3rd, 1998 • MTL Inc • Trucking (no local)
THIRD AMENDMENT THIRD AMENDMENT (this "Amendment"), dated as of May 23, 2001, among QUALITY DISTRIBUTION, INC. (f/k/a MTL Inc.), a Florida corporation (the "U.S. Borrower"), LEVY TRANSPORT LTD./LEVY TRANSPORT LTEE, a Quebec company and a Wholly-Owned...Third Amendment • June 12th, 2001 • Quality Distribution Inc • Trucking (no local) • New York
WITNESSETH:Consent And • November 13th, 2001 • Quality Distribution Inc • Trucking (no local)
WARRANT AGREEMENT dated as of May 30, 2002 (this "Warrant Agreement"), between QUALITY DISTRIBUTION, INC., a Florida corporation (the "Corporation"), and THE BANK OF NEW YORK, a New York banking corporation, as warrant agent (the "Warrant Agent").Warrant Agreement • June 6th, 2002 • Quality Distribution Inc • Trucking (no local) • New York
ARTICLE I AMENDMENTSMTL Inc • July 30th, 1998 • Trucking (no local) • New York
AGREEMENT AND PLAN OF MERGER by and among QUALITY DISTRIBUTION, INC., GRUDEN ACQUISITION, INC. and GRUDEN MERGER SUB, INC. Dated as of May 6, 2015Agreement and Plan of Merger • May 7th, 2015 • Quality Distribution Inc • Trucking (no local) • Florida
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of May 6, 2015, by and among Quality Distribution, Inc., a Florida corporation (the “Company”), Gruden Acquisition, Inc., a Delaware corporation (“Parent”), and Gruden Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent the “Buyer Parties”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 3, 2014 among QUALITY DISTRIBUTION, INC., as Holdings, QUALITY DISTRIBUTION, LLC, as Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent,...Credit Agreement • November 5th, 2014 • Quality Distribution Inc • Trucking (no local) • New York
Any increase or decrease in the Applicable Margin resulting from a change in the Senior Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date of the first applicable financial officer’s certificate received following the Closing Date, pursuant to Section 5.04(d). Notwithstanding anything to the contrary contained in this clause (b) or elsewhere in this Agreement, if it is subsequently determined that the Senior Secured Leverage Ratio set forth in any such financial officer’s certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the Senior Secured Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin” for any day occurring within the period covered by such financial officer’s certificate
REGISTRATION RIGHTS AGREEMENT Dated November 3, 2010 among QUALITY DISTRIBUTION, LLC QD CAPITAL CORPORATION THE GUARANTORS NAMED HEREIN and CREDIT SUISSE SECURITIES (USA) LLC JEFFERIES & COMPANY, INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED...Registration Rights Agreement • November 4th, 2010 • Quality Distribution Inc • Trucking (no local) • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of November 3, 2010 (the “Agreement”), among QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Company”), QD CAPITAL CORPORATION, a Delaware corporation and wholly owned subsidiary of the Company (“QD Capital” and, together with the Company, the “Note Issuers”), the guarantors as set forth on Annex I hereto (the “Guarantors,” together with the Company and QD Capital, the “Issuers”) and CREDIT SUISSE SECURITIES (USA) LLC, JEFFERIES & COMPANY, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND RBC CAPITAL MARKETS, LLC (formerly known as RBC CAPITAL MARKETS CORPORATION), acting as representatives (in such capacity, the “Representatives”) of the several purchasers (the “Initial Purchasers”) named in Schedule D to that Purchase Agreement, dated as of November 1, 2010 (the “Purchase Agreement”), by and among the Issuers and the Representatives, acting as representatives of the several Initial Purchas
