EXECUTION VERSION
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of
January 30, 2018 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware
corporation (the “Company”), each of the Subsidiaries of the Company identified as “Subsidiary
Guarantors” on the signature pages to the Credit Agreement (the “Subsidiary Guarantors”), the Lenders
(as defined below) party hereto and BMO HARRIS BANK N.A., as Administrative Agent (the
“Administrative Agent”), each of which is a party to the Existing Credit Agreement (as defined below).
WHEREAS, Company, the Subsidiary Guarantors, the financial institutions from time to time
party thereto as lenders (the “Lenders”) and the Administrative Agent are parties to that certain Credit
Agreement dated as of July 21, 2017 (as amended, supplemented, or otherwise modified from time to
time prior to this Second Amendment and as in effect immediately prior to the effectiveness of this
Second Amendment, the “Existing Credit Agreement”, and as amended by this Second Amendment and
as may be further amended, supplemented or otherwise modified and in effect from time to time, the
“Amended Credit Agreement”).
WHEREAS, the Company and the Subsidiary Guarantors request that the Lenders and the
Administrative Agent amend the Existing Credit Agreement in certain respects, and the Lenders party
hereto and the Administrative Agent are willing to so amend the Existing Credit Agreement.
WHEREAS, these recitals shall be construed as part of this Second Amendment.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Second Amendment, terms defined in
the Amended Credit Agreement are used herein as defined therein.
Section 2. Amendments to the Existing Credit Agreement. From and after the Second
Amendment Effective Date, the Existing Credit Agreement shall be amended as follows:
2.01. References Generally. References in the Existing Credit Agreement (including
references to the Existing Credit Agreement as amended hereby) to “this Agreement” (and indirect
references such as “hereunder”, “hereby”, “herein” and “hereof”) and each reference to the Existing
Credit Agreement in the other Loan Documents (and indirect references such as “thereunder”, “thereby”,
“therein” and “thereof”) shall be deemed to be references to the Existing Credit Agreement as amended
hereby.
2.02. Amended Language.
(a) The Existing Credit Agreement is amended by (i) deleting the definition of
“Investment Agreement” in Section 1.01 of the Existing Credit Agreement and (ii) replacing each
remaining reference to “Investment Agreement” with “Existing Investment Agreement”.
(b) Section 1.01 of the Existing Credit Agreement is amended by adding the
following defined terms in appropriate alphabetical order as follows:
“Existing Investment Agreement” means that certain Investment Agreement
dated as of May 1, 2017, by and among the Company, Elliott Associates, L.P., a
AmericasActive:11640079.8
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Delaware limited partnership, and Brockdale Investments LP, a Delaware limited
partnership.
“Second Amendment Effective Date” means January 30, 2018.
“Second Amendment Investment Agreement” means the Investment Agreement
by and among the Company, Elliott Associates, L.P., a Delaware limited partnership, and
Brockdale Investments LP, a Delaware limited partnership entered into within 30 days of
the Second Amendment Effective Date on the terms described in paragraphs 1 and 2 of
that certain commitment letter dated as of the Second Amendment Effective Date by and
among the Company, Elliott Associates, L.P., a Delaware limited partnership, and
Brockdale Investments LP, a Delaware limited partnership and otherwise on terms
reasonably acceptable to the Administrative Agent.
“Second Amendment Series E Preferred Stock” means the “Series E Preferred
Stock” as defined in, and issued pursuant to, the Second Amendment Investment
Agreement; provided that (A) the aggregate amount of such Preferred Stock shall not
exceed $52,500,000, (B) such Preferred Stock shall be issued in increments of not less
than $8,750,000, (C) the Net Cash Proceeds of each issuance of such Preferred Stock
shall be applied to prepay Term Loans pursuant to Section 2.06(b)(i)(E) and (D) such
Preferred Stock is issued within six months of the Second Amendment Effective Date.
(c) Section 1.01 of the Existing Credit Agreement is amended by amending and
restating the following defined terms in appropriate alphabetical order as follows:
“Applicable Margin” means (x)(a) with respect to Term Loans that are LIBOR
Loans, 2.25%, and (b) with respect to Term Loans that are Base Rate Loans, 1.25%, and
(y) with respect to any other Type of Loan, the percentages per annum set forth below, as
based upon the Average Availability for the immediately preceding fiscal quarter:
Level
Average Availability
LIBOR Loans Base Rate Loans
LIBOR FILO
Loans
Base Rate FILO
Loans
I > $60,000,000 1.50% 0.50% 2.50% 1.50%
II
≤ $60,000,000 but >
$30,000,000 1.75% 0.75% 2.75%
1.75%
III ≤ $30,000,000 2.00% 1.00% 3.00% 2.00%
From the Closing Date until the first day of each fiscal quarter, commencing with January
1, 2018 (the “Adjustment Date”) margins shall be determined as if Level II were
applicable. Thereafter, any increase or decrease in the Applicable Margin resulting from a
change in Average Availability shall become effective as of each Adjustment Date based
upon Average Availability for the immediately preceding fiscal quarter. If any Borrowing
Base Certificate (including any required financial information in support thereof) of the
Borrowers is not received by Administrative Agent by the date required pursuant to
Section 7.02(a), then the Applicable Margin shall be determined as if the Average
Availability for the immediately preceding fiscal quarter is at Level III until such time as
such Borrowing Base Certificate and supporting information are received.
“Existing Series E Preferred Stock” means the “Series E Preferred Stock” as
defined in, and issued pursuant to, the Existing Investment Agreement and which was
issued on May 2, 2017.
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(d) The definition of Disqualified Equity Interest in Section 1.01 of the Existing
Credit Agreement is amended by amending and restating the parenthetical in clause (b)(ii) thereof as
follows:
(other than Preferred Stock under the Existing Investment Agreement existing on
the Closing Date and the Second Amendment Series E Preferred Stock (but excluding
any reissuance thereof))
(e) Section 2.06(b)(i) of the Existing Credit Agreement is amended by adding a new
clause (E) to the end thereof to read as follows:
(E) Second Amendment Series E Preferred Stock Issuances. The Borrowers shall
prepay an aggregate principal amount of Term Loans equal to (i) with respect to the first
$17,500,000 (based on the aggregate gross purchase price) of issued Second Amendment
Series E Preferred Stock, 10% of the aggregate gross purchase price thereof immediately
upon receipt thereof, (ii) with respect to the second $17,500,000 (based on the aggregate
gross purchase price) of issued Second Amendment Series E Preferred Stock, 20% of the
aggregate gross purchase price thereof immediately upon receipt thereof, and (iii) with
respect to the any remaining issued Second Amendment Series E Preferred Stock, 30% of
the aggregate gross purchase price thereof immediately upon receipt thereof, each such
prepayment to be applied in inverse order of maturity and allocated among the Lenders in
accordance with their respective Applicable Percentage in respect of the Term Loans.
(f) Section 7.03(m) of the Existing Credit Agreement is amended and restated in its
entirety as follows:
(m) promptly after the furnishing thereof, copies of any material requests or
notices received by any Borrower or Subsidiary (other than in the ordinary course of
business or to the extent duplicative of notices provided hereunder) and copies of any
material statement or report furnished to any lender or holder of any “Preferred Stock”
under the Existing Investment Agreement or the Second Amendment Investment
Agreement (including executed copies of the Second Amendment Investment Agreement
and the certificate of designation related thereto promptly after execution or filing
thereof, as applicable), Permitted Term Debt or Subordinated Debt; and
(g) Section 8.06(f) of the Existing Credit Agreement is amended by replacing the
words “Investment Agreement” with “Existing Investment Agreement or Second Amendment Investment
Agreement, as applicable”:
(h) Section 8.11 of the Existing Credit Agreement is amended by adding a new
clause (c) to read as follows:
(c) Amend, modify or change in any manner any term or condition of the
Existing Investment Agreement, the Second Amendment Investment Agreement or the
preferred stock certificates of designation related thereto, in each case so that the terms
and conditions thereof are less favorable in any material respect to the Administrative
Agent and the Lenders than the terms thereof (i) in the case of the Existing Investment
Agreement and the preferred stock certificates of designation related thereto, as of the
Closing Date and (ii) in the case of the Second Amendment Investment Agreement and
the preferred stock certificate of designation related thereto, as of the date of execution or
filing thereof, as applicable.
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(i) Schedule 8.01 of the Existing Credit Agreement is amended by replacing
reference to the Preferred Stock issued pursuant to the Investment Agreement in clause 1 thereof with
“[Reserved]”.
Section 3. Representations and Warranties of the Loan Parties. The Loan Parties represent and
warrant to the Administrative Agent and the Lenders that as of the Second Amendment Effective Date:
3.01. each of the representations and warranties set forth in the Amended Credit Agreement
and in the other Loan Documents are true and correct in all respects (or in all material respects for such
representations and warranties that are not by their terms already qualified as to materiality) as of the date
hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct in all respects (or in all material respects for such representations
and warranties that are not by their terms already qualified as to materiality) as of such earlier date, and
except that for purposes of this Section 3.01, (i) the representations and warranties contained in
Section 6.05(a) and (c) of the Amended Credit Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clause (a) of Section 7.01 of the Amended Credit Agreement and (ii) the
representations and warranties contained in Section 6.05(b) of the Amended Credit Agreement shall be
deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 7.01 of the
Amended Credit Agreement; and
3.02. both immediately before and after giving effect to this Second Amendment and the
transactions contemplated hereby, no Default shall have occurred and be continuing, or would result
therefrom.
Section 4. Conditions Precedent. The amendments to the Existing Credit Agreement set forth in
Section 2 above shall become effective as of the date (the “Second Amendment Effective Date”), upon
which each of the following conditions precedent shall be satisfied or waived:
4.01. Execution. The Administrative Agent shall have received counterparts of this Second
Amendment and the fee letter dated the date hereof, executed by the Loan Parties, the Administrative
Agent and the Lenders.
4.02. Preferred Stock Consent. The Administrative Agent shall have received confirmation
that the holders of the “Preferred Stock” under the Investment Agreement have consented to the Second
Amendment in form and substance satisfactory to the Administrative Agent.
4.03. Fees. The Company shall have paid to the Administrative Agent and the Lenders the
fees described in that certain fee letter agreement dated the date hereof.
4.04. Costs and Expenses. The Company shall have paid all reasonable and documented out-
of-pocket costs and expenses of the Administrative Agent in connection with this Second Amendment
payable pursuant to Section 11.04 of the Amended Credit Agreement.
Section 5. Reference to and Effect Upon the Existing Credit Agreement.
5.01. Except as specifically amended or waived above, the Existing Credit Agreement and the
other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and
confirmed.
5.02. The execution, delivery and effectiveness of this Second Amendment shall not operate as
a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Existing
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Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Existing Credit
Agreement or any Loan Document, except as specifically set forth herein.
Section 6. Ratification of Liability. As of the Second Amendment Effective Date, the Company
and the other Loan Parties, as debtors, grantors, pledgors, guarantors, assignors, or in other similar
capacities in which such parties grant liens or security interests in their properties or otherwise act as
accommodation parties or guarantors, as the case may be, under the Loan Documents to which they are a
party, hereby ratify and reaffirm all of their payment and performance obligations and obligations to
indemnify, contingent or otherwise, under each of such Loan Documents to which they are a party, and
ratify and reaffirm their grants of liens on or security interests in their properties pursuant to such Loan
Documents to which they are a party, respectively, as security for the Obligations, and as of the Second
Amendment Effective Date, each such Person hereby confirms and agrees that such liens and security
interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations
hereafter arising or incurred pursuant to or in connection with this Second Amendment, the Credit
Agreement or any other Loan Document. As of the Second Amendment Effective Date, the Company and
the other Loan Parties further agree and reaffirm that the Loan Documents to which they are parties now
apply to all Obligations as defined in the Credit Agreement (including, without limitation, all additional
Obligations hereafter arising or incurred pursuant to or in connection with this Second Amendment, the
Credit Agreement or any other Loan Document). As of the Second Amendment Effective Date, the
Company and the other Loan Parties (a) further acknowledge receipt of a copy of this Second
Amendment, (b) consent to the terms and conditions of same, and (c) agree and acknowledge that each of
the Loan Documents to which they are a party remain in full force and effect and is hereby ratified and
confirmed.
Section 7. Miscellaneous. Except as herein provided, the Existing Credit Agreement shall
remain unchanged and in full force and effect. This Second Amendment is a Loan Document for all
purposes of the Amended Credit Agreement. This Second Amendment may be executed in any number of
counterparts, and by different parties hereto on separate counterpart signature pages, and all such
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a
counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable
document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed
counterpart signature page. Section headings used in this Second Amendment are for reference only and
shall not affect the construction of this Second Amendment.
Section 8. GOVERNING LAW. THIS SECOND AMENDMENT, AND THE RIGHTS AND
DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
Section 9. Release and Waiver. The Loan Parties each do hereby release the Administrative
Agent and each of the Lenders and each of their officers, directors, employees, agents, attorneys, personal
representatives, successors, predecessors and assigns from all manner of actions, cause and causes of
action, suits, deaths, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and
demands, whatsoever, in law or in equity, and particularly, without limiting the generality of the
foregoing, in connection with the Credit Agreement and the other Loan Documents and any agreements,
documents and instruments relating to the Credit Agreement and the other Loan Documents and the
administration of the Credit Agreement and the other Loan Documents, all indebtedness, obligations and
liabilities of the Loan Parties to the Administrative Agent or any Lender and any agreements, documents
and instruments relating to the Credit Agreement and the other Loan Documents (collectively, the
“Claims”), which the Loan Parties now have against the Administrative Agent or any Lender or ever had,
or which might be asserted by their heirs, executors, administrators, representatives, agents, successors, or
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assigns based on any Claims which exist on or at any time prior to the date of this Second Amendment.
The Loan Parties expressly acknowledge and agree that they have been advised by counsel in connection
with this Second Amendment and that they each understand that this Section 9 constitutes a general
release of the Administrative Agent and the Lenders and that they each intend to be fully and legally
bound by the same. The Loan Parties further expressly acknowledge and agree that this general release
shall have full force and effect notwithstanding the occurrence of a breach of the terms of this Second
Amendment or an Event of Default or Default under the Credit Agreement.
[signature pages follow]
