Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Roadrunner Transportation Systems, Inc. | rrts-20170403xexx991credit.htm |
| 8-K - 8-K - Roadrunner Transportation Systems, Inc. | rrts-20170403x8xk.htm |
Execution Version
4837-5437-8822\9
FORBEARANCE AGREEMENT EXTENSION AND THIRD AMENDMENT TO SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT
This FORBEARANCE AGREEMENT EXTENSION AND THIRD AMENDMENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
made effective as of March 31, 2017, is by and among Roadrunner Transportation Systems, Inc.,
a Delaware corporation (“Borrower”), the Lenders party to the Credit Agreement described
below (the “Lenders”), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, one of the Lenders and as administrative agent for the Lenders (in such capacity, the
“Agent”).
RECITALS
A. Borrower, the Lenders, and the Agent entered into a Sixth Amended and Restated
Credit Agreement dated as of September 24, 2015, (as amended, restated, supplemented or
otherwise modified prior to the date hereof, the “Credit Agreement”) as amended by a Consent,
Waiver and First Amendment to Sixth Amended and Restated Credit Agreement dated as of July
17, 2016, and by a Forbearance Agreement and Second Amendment to Sixth Amended and
Restated Credit Agreement dated as of February 27, 2017 (the “Forbearance Agreement”).
B. Events of Default have occurred under the Credit Agreement.
C. Borrower has requested that the Lenders extend the initial forbearance period and
continue to forbear from exercising their rights and remedies under the Credit Agreement and the
other Loan Documents with respect to the “Existing Events of Default” (as defined below), and
the Agent and the Lenders have agreed to extend such forbearance subject to the terms and
conditions of this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as
follows:
Section 1. Capitalized Terms. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement, unless the context
otherwise requires.
Section 2. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:
2.1. Definition. Article 1 of the Credit Agreement is amended by adding
thereto the following definition:
“Forbearance Extension Effective Date” shall mean March 31, 2017.
2.2. Borrowing Notice. Exhibit C-1 of the Credit Agreement is amended by
replacing it in its entirety with Exhibit A attached hereto.
2
Section 3. Amendments to Forbearance Agreement. The Forbearance Agreement
is hereby amended as follows:
3.1. Existing Defaults. Section 3.1 of the Forbearance Agreement is amended
by amending and restating it in its entirety to read as follows:
(a) Existing Defaults. Events of Default have occurred under of the
Credit Agreement with respect to the Borrower’s failure to comply with the
following provisions: (a) Section 5.4 of the Credit Agreement with respect to all
financial statements as of a date on or after December 31, 2013, as a result of the
announced restatement of Borrower’s 2014-2017 financial statements, which
constitutes an Event of Default under Section 7.1 of the Credit Agreement;
(b) Section 6.1(a) and (d) of the Credit Agreement as a result of the Borrower’s
failure to furnish its annual audited financial statements for the year ended
December 31, 2016 and related compliance certificate, (c) Section 6.11 of the
Credit Agreement, as a result of the announced restatement of Borrower’s 2014-
2017 financial statements, and Section 6.16(b) of the Credit Agreement, as a
result of Borrower’s possible failure to maintain all “principal cash management
accounts” with one or more of the Lenders or as Excluded Collateral Accounts,
which constitute or will constitute an Event of Default pursuant to Section 7.4 of
the Credit Agreement; and (d) Sections 6.32.1 and 6.32.2 of the Credit Agreement
with respect to periods ending on or after December 31, 2013, as a result (except
for the period ending on December 31, 2016) of the announced restatement of
Borrower’s 2014-2017 financial statements, and Section 6.17(q), as a result of
Borrower providing guarantees of certain independent contractor vehicle
operating leases (aggregating $13.1 million at December 31, 2016) and the fact
that Section 6.17(o) permits Borrower guarantees of loans but not operating
leases, which constitute Events of Default pursuant to Section 7.3 of the Credit
Agreement (the “Existing Events of Default”).
(b) Anticipated Defaults. In addition, it is anticipated that Events of
Default will occur under Section 7.3 of the Credit Agreement with respect to the
Borrower’s anticipated failure to comply with Section 6.32.1 and 6.32.2 of the
Credit Agreement for the period ending March 31, 2017 (the “Anticipated
Defaults”).
3.2. Acknowledgement of Indebtedness, Default, Lender’s Right to
Payment. Section 3.2(a) of the Forbearance Agreement is amended by amending and
restating it in its entirety to read as follows:
(a) As of the close of business on March 31, 2017, the principal
balance due on the Obligations owing under the Credit Agreement is as follows:
Revolving Credit Exposure $218,222,436.77
Term Loans $274,000,000.00
TOTAL $492,222,436.77
3
3.3. Forbearance. Section 4.1 of the Forbearance Agreement is amended by
amending and restating it in its entirety to read as follows:
4.1. Other than to the extent set forth herein, the Lenders agree that
commencing on the Forbearance Extension Effective Date they will extend the
Forbearance Agreement and forbear from exercising the remedies available to
them under the Loan Documents to the extent such remedies arise exclusively
from the occurrence of the Existing Events of Default or the Anticipated Defaults,
until the earliest to occur of the events or dates set forth in Section 4.2 (the
“Forbearance Period”), subject to the following limitations:
(a) during the Forbearance Period (i) the Aggregate Revolving
Credit Exposure shall not exceed the amount of the Aggregate Revolving
Credit Exposure on February 21, 2017 plus $35,000,000; (ii) at the request
of the Borrower and at the option of the Required Lenders, such amount
may be increased up to an additional $5,000,000, subject to payment of
another work fee and another forbearance fee determined at the discretion
of the Required Lenders;
(b) no Swing Line Loans will be made during the Forbearance
Period; and
(c) Revolving Loans will only be made to the extent (y) the
Cash Flow Forecast delivered on March 30, 2017 (subject to the variance
permitted pursuant to Section 6.3 of the Forbearance Agreement) indicates
a need for such Revolving Loans to pay expenses then due or about to
become due, and (z) an Authorized Officer certifies to the Lenders that
such Revolving Loans are necessary to pay expenses then due or about to
become due.
3.4. Forbearance Termination. Sections 4.2(c) and (f) of the Forbearance
Agreement are amended by amending and restating them in their entirety to read as
follows, respectively:
(c) the U.S. Securities and Exchange Commission (the “SEC”) or the
New York Stock Exchange takes any action (other than an inquiry) to de-list the
shares of Borrower as a result of the late filing of its Annual Report on Form 10-K
for the period ending December 31, 2016 (the “10-K”);
(f) May 19, 2017 (the “Forbearance Termination Date”)
3.5. Additional Forbearance Termination Events. Section 4.2 of the
Forbearance Agreement is hereby amended by adding at the end thereof a new subsection
(g) to read in its entirety as follows:
(g) Borrower makes any employee Bonus or Incentive payments prior
to full payment of the Forbearance Fee, except for previously contracted
4
payments disclosed to the Agent prior to the Forbearance Extension Effective
Date.
3.6. Additional Default. The definition of “Additional Default” as found in
Section 4.2 of the Forbearance Agreement is amended by amending and restating it in its
entirety to read as follows:
“Additional Default” shall mean either (i) Borrower’s failure to comply
with any term or condition of this Amendment, as it may be amended or extended,
or (ii) the occurrence of a Default or an Event of Default other than the Existing
Events of Default or the Anticipated Defaults, whether the same occurred before
or after execution of this Amendment.
3.7. Pricing. Sections 6.1(c) and (d) of the Forbearance Agreement are
amended by amending and restating them in their entirety to read as follows,
respectively:
(c) If, at the end of the last Business Day of any week during the
Forbearance Period, beginning with the week of March 31, 2017, the Net Book
Balance exceeds $7,500,000, the Borrower shall, on the second Business Day of
the following week, prepay the Revolving Loans in an amount equal to the excess
of such applicable amount; and
(d) Upon the occurrence of a Liquidity Event the Borrower shall pay
to the Agent for the account of the Lenders, a forbearance fee in the aggregate
amount of $4,500,000 (which includes the forbearance fee payable pursuant to the
original Forbearance Agreement), payable to each Lender based on its Pro Rata
Share of the Aggregate Commitments (as determined on the Forbearance
Extension Effective Date). Such forbearance fee (the “Forbearance Fee”) shall be
fully earned on the Forbearance Extension Effective Date, shall constitute an
Obligation and shall be secured by all of the Collateral.
3.8. Additional Pricing Provisions. The last paragraph of Section 6.1 of the
Forbearance Agreement is amended by amending and restating it in its entirety to read as
follows:
For this purpose, a “Liquidity Event” shall mean any (i) asset sale by the
Credit Parties that produces net proceeds in an amount greater than or equal to
$5,000,000, (ii) any repayment of the outstanding Obligations in an amount
exceeding $25,000,000, or (iii) all of the Obligations becoming due and payable
as provided in the Credit Agreement, and “Net Book Balance” shall mean the
aggregate amount of cash, Cash Equivalent Investments and similar liquid assets
held or owned by the Credit Parties net of any outstanding checks or other
transactions not otherwise reflected in the bank account balances of the Credit
Parties. The forbearance fee described in subsection (d) of this Section 6.1 shall
be fully earned on the Forbearance Extension Effective Date and shall be secured
by all of the Collateral.
5
3.9. Reporting Requirements. Section 6.2 of the Forbearance Agreement is
amended by amending and restating it in its entirety to read as follows:
6.2. Reporting Requirements. Borrower shall deliver to the Agent:
(a) On or before April 7, 2017 and May 5, 2017, consolidated
and consolidating internal financial statements of the Borrower and its
Subsidiaries as of February 28, 2017 and March 31, 2017, respectively,
and for the month then ended, consisting of a balance sheet and statements
of operations and cash flow, together with reconciled accounts receivable
and accounts payable agings as of the end of such month, reconciled to the
balance sheet, and a summary of material variances, all in form and
content acceptable to the Agent.
(b) On or before the close of business on (x) the fourth
Business Day of every other week, beginning on April 13, 2017, an
updated Cash Flow Forecast, and (y) the fourth business day of each week,
beginning on April 6, 2017, a cash flow report showing the actual cash
flow for the week just ended, together with a variance and reconciliation
report for such week compared to the Cash Flow Forecast delivered on
March 30, 2017 and the most recent update thereto, prepared by
Consultant and in form and substance satisfactory to the Agent, each
certified by an Authorized Officer of the Borrower.
3.10. Adherence to Cash Flow Forecast. Section 6.3 of the Forbearance
Agreement is amended by amending and restating it in its entirety to read as follows:
6.3. Adherence to Cash Flow Forecast. The Credit Parties will not
permit their total disbursements or requested Revolving Loans and Letters of
Credit, calculated on a cumulative basis as of the end of each week, to exceed the
amount set forth in the Cash Flow Forecast delivered on March 30, 2017 by 10%;
provided that if such variance does exceed 10%, such variance shall not constitute
a Forbearance Termination Event unless the Required Lenders elect, in writing, to
designate such variance as a Forbearance Termination Event.
3.11. Collateral. Section 6.4 of the Forbearance Agreement is amended by
amending and restating it in its entirety to read as follows:
6.4. Collateral. The Credit Parties shall execute and deliver all further
instruments and documents, and take all further action that the Agent requests to
perfect and protect the Security Interest or to enable the Agent to exercise and
enforce its rights and remedies under the Security Agreement with respect to any
Collateral, including, without limitation:
(a) On or before May 12, 2017, the Borrower will obtain an
appraisal (based on a sampling) of the Credit Parties’ machinery and
equipment, specifically the tractors, trailers, trucks, forklifts and dock
equipment, covering at least 75% of the net book value of such machinery
6
and equipment, in each case, in form and substance acceptable to the
Agent, and shall deliver the same to the Lenders.
(b) On or before May 12, 2017, the Credit Parties shall tender
to the Agent, in form and substance reasonably satisfactory to the Agent,
executed mortgages, deeds of trust and/or assignments of rents on the
following properties of the Credit Parties, together with such customary
title insurance policies, surveys, appraisals, environmental reports, flood
certificates and other documents and instruments as the Agent shall
require:
A) 2424 W. Kingsley, Suite C, Springfield, MO 65807
B) 47 Water Street, Hallowell, ME 04347
C) 6011 Scott Hamilton, Little Rock, AR 72209
D) 7180 Merchant, El Paso, TX 79915; and
E) 456 Longpoint Road, Mt. Pleasant, SC 29464.
3.12. Financial Consultant. Section 6.5 of the Forbearance Agreement is
amended by amending and restating it in its entirety to read as follows:
6.5. Financial Consultant. During the Forbearance Period, Borrower
shall (a) continue to engage its financial consultant (the “Consultant”),
substantially on the terms set forth in the letter agreement (the “Engagement
Letter”) dated as of January 27, 2017, as amended and restated on February 25,
2017, between the Borrower and the Consultant, and as agreed upon in
discussions with the Agent and its financial advisor, (b) cause the Consultant to
share information and analyses with the Agent and Lenders and to otherwise
cooperate with the inquiries and diligence efforts of the Agent and Lenders, (c)
cause the Consultant and the professionals assisting with the implementation of
Borrower’s strategic initiatives to participate in telephone conference calls with
the Agent, the Lenders and their advisors, as requested by the Agent, but not less
than weekly, for updates on the Borrower’s financial performance, liquidity and
strategic initiatives, and (d) cause the Consultant to provide any other information
reasonably requested by the Agent.
3.13. Additional Information. Section 6.7 of the Forbearance Agreement is
amended by amending and restating it in its entirety to read as follows:
6.7. Additional Information. The Borrower will deliver to the Lenders
the additional information requested by the Agent pursuant to its letter dated as of
March 31, 2017, on or before the dates set forth in such letter.
3.14. External Auditor. Section 6 of the Forbearance Agreement is hereby
amended by adding at the end thereof a new Section 6.8 to read in its entirety as follows:
7
6.8. External Auditor. Borrower shall provide Consultant and Huron
Consulting Group, financial advisor to Agent, with reasonable access to its
external auditor Deloitte for discussions on the restatement of prior year financial
statements, the December 31, 2016 audited financial statement, and the filing of
the 10-K for the 2016 fiscal year.
Section 4. Effectiveness of Amendment. The amendments in this Amendment shall
become effective on the Forbearance Extension Effective Date, upon compliance by Borrower
with the following:
4.1. Borrower shall have delivered to Agent this Amendment, duly executed
by Borrower and the Required Lenders (whether the same or different copies) and
delivered (including by way of telecopy or other electronic transmission (including by e-
mail in .pdf format), in each case with original signatures to follow promptly thereafter)
to the Agent.
4.2. Borrower shall have delivered to Agent 14-week cash flow forecasts (the
“Cash Flow Forecast”), through the week ending June 30, 2017, in reasonable detail,
representing the Credit Parties good faith projections for the ensuing 14-week period,
prepared and approved by the Borrower’s financial advisor, which shall be certified by an
Authorized Officer as being the most accurate projections available, all in form and
substance satisfactory to the Agent.
4.3. Borrower shall have paid all reasonable out-of-pocket expenses incurred
by the Agent or any Lender for which invoices have been delivered to Borrower or its
counsel on or before March 29, 2017, including, without limitation, filing and recording
costs and fees, and reasonable fees and service charges of outside counsel to the Agent
and the Lenders, and of the financial advisor to the Agent.
4.4. Each Guarantor and each Grantor (as defined in the Security Agreement)
shall have executed and delivered to the Agent a Reaffirmation of Collateral Documents
substantially in the form attached hereto as Exhibit B, together with each additional
Collateral Document as may be required by the Agent or the Required Lenders.
4.5. Borrower and the Guarantors shall have delivered to the Agent certificates
attaching resolution or other written actions approving this Amendment and the other
documents required to be delivered under this Section 4 (collectively with this
Amendment, the “Forbearance Documents”), together with such incumbency certificates
and/or other certificates of an Authorized Officer of each Credit Party as the Agent may
require evidencing the identity, authority and capacity of each Authorized Officer thereof
to act as an Authorized Officer thereof in connection with this Amendment and the other
Forbearance Documents to which such Credit Party is a party.
4.6. Borrower shall pay to the Agent, for the account of the Lenders that
execute and deliver this Amendment (each a “Forbearance Signatory Lender”), a work
fee in the aggregate amount of $263,875 (the “Work Fee”), with the Work Fee being
8
payable to each Forbearance Signatory Lender based on its respective pro rata share of
the aggregate Commitments of all of the Forbearance Signatory Lenders.
Section 5. Release, No Waiver, Representations, Warranties, Authority, No
Adverse Claim, Covenant.
5.1. Release of Claims. Borrower and each other Credit Party, in each case
for itself and on behalf of its legal representatives, successors, and assigns, hereby (a)
expressly waives, releases, and relinquishes the Agent and the Lenders from any and all
claims, offsets, defenses, affirmative defenses, and counterclaims of any kind or nature
whatsoever that Borrower or such Credit Party or its representatives, successors, or
assigns has asserted, or might assert, against the Agent and the Lenders (and each of their
respective officers, employees, advisors, counsel and agents) with respect to the
Obligations, the Credit Agreement (including as amended by this Amendment), and any
other Loan Document, in each case arising on or before the date hereof, such waiver and
release being with full knowledge and understanding of the circumstances and effect
thereof, and (b) expressly covenants and agrees never to institute, cause to be instituted,
or continue prosecution of any suit or other form of action or proceeding of any kind or
nature whatsoever against the Agent or the Lenders (or any of their respective officers,
employees, advisors, counsel and agents) by reason of or in connection with any of the
foregoing matters, claims, or causes of action.
5.2. No Waiver. The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of any Default or Event of
Default under the Credit Agreement or breach, default, or event of default under any
Security Agreement or other document held by the Lenders, whether or not known to the
Lenders and whether or not existing on the date of this Amendment.
5.3. Reassertion of Representations and Warranties. Borrower hereby
represents that on and as of the date hereof and after giving effect to this Amendment
(a) except as set forth in Section 3.1 of the Forbearance Agreement, as amended by this
Amendment, all of the representations and warranties in the Credit Agreement are true,
correct, and complete in all material respects, in each case as of the date hereof as though
made on and as of such date, except (i) for changes permitted by the terms of the Credit
Agreement and (ii) to the extent that any such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date, (b) there will exist no Default or
Event of Default under the Credit Amendment as amended by this Amendment on such
date except for the Existing Events of Default, (c) Borrower and each Credit Party is
entering into this Amendment freely and voluntarily with the advice of legal counsel of
its own choosing, (d) Borrower and each Credit Party has freely and voluntarily agreed to
the undertakings set forth in this Amendment, and (e) the terms and conditions of this
Amendment do not pose a material hardship on Borrower or such Credit Party.
5.4. Authority, No Conflict, No Consent Required. Borrower represents and
warrants that it and each Credit Party has the power, legal right, and authority to enter
into this Amendment, and has duly authorized as appropriate the execution and delivery
9
of this Amendment and other agreements and documents executed and delivered by
Borrower and any Credit Party in connection therewith by proper corporate or limited
liability company action, and none of the foregoing contravenes or constitutes a default
under any agreement, instrument, or indenture to which Borrower or any Credit Party is a
party or a signatory, any provision of Borrower’s or any Credit Party’s organizational
documents, or any other agreement or requirement of law, or results in the imposition of
any Lien on any of its property under any agreement binding on or applicable to
Borrower or any Credit Party or any of its property except, if any, in favor of the Agent
for the benefit of the Lenders. Borrower represents and warrants that no consent,
approval, or authorization of or registration or declaration with any Person, including but
not limited to any governmental authority, is required in connection with the execution
and delivery by Borrower or any Credit Party of this Amendment or the other agreements
and documents executed and delivered by Borrower or any Credit Party in connection
therewith or the performance of obligations of Borrower and any Credit Party therein
described, except for those that Borrower or such Credit Party has obtained or provided
and as to which Borrower or such Credit Party has delivered certified copies of
documents evidencing each such action the Lenders.
5.5. No Adverse Claim. Borrower and each Credit Party warrants,
acknowledges, and agrees that no events have taken place and no circumstances exist at
the date hereof that would give Borrower or such Credit Party a basis to assert a defense,
offset, or counterclaim to any claim of the Lenders with respect to the Obligations.
Section 6. Covenant to Pursue Full Repayment. Borrower acknowledges that the
Lenders have informed Borrower that the Lenders are not required to extend the Forbearance
Period but the Lenders may, in their sole discretion, decide to extend their forbearance if they
deem it is in the Lenders’ best interest to do so. The further extension beyond the Forbearance
Period, if any, by the Lenders shall only be effective if contained in a writing executed by the
Lenders required pursuant to Section 8.3 of the Credit Agreement. From and after the
Forbearance Termination Date, each of the Credit Parties hereby agree to cooperate with the
Lenders to assist the Lenders in obtaining payment in full of the Obligations, including, without
limitation, in any foreclosure of the Lenders’ liens on and security interests in the Collateral in
accordance with the terms of the Loan Documents.
Section 7. Affirmation of Credit Agreement, Further References, Affirmation of
Liens. The Agent, the Lenders and Borrower each acknowledge and affirm that the Credit
Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms,
conditions, and provisions of the Credit Agreement, except as amended by this Amendment,
shall remain unmodified and in full force and effect. All references in any document or
instrument to the Credit Agreement are hereby amended to refer to the Credit Agreement as
amended by this Amendment. Borrower confirms to the Agent and the Lenders that the
Obligations are and continue to be secured by the Liens granted by Borrower in favor of the
Agent for the benefit of the Lenders under the Collateral Documents, and all of the terms,
conditions, provisions, agreements, requirements, promises, obligations, duties, covenants, and
representations of Borrower and the Credit Parties under such documents and any and all other
documents and agreements entered into with respect to the Obligations under the Credit
Agreement are hereby ratified and affirmed in all respects by Borrower.
10
Section 8. Merger and Integration, Superseding Effect. This Amendment, on and
after the date hereof, embodies the entire agreement and understanding between the parties
hereto and supersedes and has merged into this Amendment all prior oral and written agreements
on the same subjects by and between the parties hereto with the effect that this Amendment shall
control with respect to the specific subjects hereof and thereof.
Section 9. Severability. Whenever possible, each provision of this Amendment and
any other statement, instrument, or transaction contemplated hereby or thereby or relating hereto
or thereto shall be interpreted so as to be effective, valid, and enforceable under the applicable
law of any jurisdiction, but if any provision of this Amendment, or any other statement,
instrument, or transaction contemplated hereby or thereby or relating hereto or thereto is held to
be prohibited, invalid, or unenforceable under the applicable law, such provision shall be
ineffective in such jurisdiction only to the extent of such prohibition, invalidity, or
unenforceability, without invalidating or rendering unenforceable the remainder of such
provision or the remaining provisions of this Amendment, or any other statement, instrument, or
transaction contemplated hereby or thereby or relating hereto or thereto in such jurisdiction, or
affecting the effectiveness, validity, or enforceability of such provision in any other jurisdiction.
Section 10. Successors. This Amendment shall be binding upon the Credit Parties,
the Agent, the Lenders, and their respective successors and assigns, and shall inure to the benefit
of Borrower, the Agent, the Lenders and the successors and assigns of the Agent and the
Lenders.
Section 11. Headings. The headings of various sections of this Amendment have
been inserted for reference only and shall not be deemed to be a part of this Amendment.
Section 12. Counterparts. This Amendment may be executed in several counterparts
as deemed necessary or convenient, each of which, when so executed, shall be deemed an
original, provided that all such counterparts shall be regarded as one and the same document.
Section 13. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT
TO FEDERAL LAWS APPLICABLE TO NATIONAL LENDERS, THEIR HOLDING
COMPANIES, AND THEIR AFFILIATES.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
[Signature Page to Forbearance Agreement Extension and Third Amendment]
REGIONS BANK, as a Lender
By:
Name: Taylor Cloud
Title: Vice President
521 East Morehead Street, Suite 200
Charlotte, NC 28202
Telephone: (704) 941-6680
Attention: SNC Services
FAX: (205) 261-7069
Email: sncservices@regions.com
Attention: Doug Combs
Telephone: (704) 941-6671
[Signature Page to Forbearance Agreement Extension and Third Amendment]
MUFG UNION BANK, N.A., as a Lender
By:
Name: Charlie Corbisiero
Title: Managing Director
445 S. Figueroa St., 16th Floor
G16-110
Los Angeles, CA
Attention: Omar Vega
Telephone: (213) 236-4020
FAX: (213) 627-5582
[Signature Page to Forbearance Agreement Extension and Third Amendment]
FIFTH THIRD BANK, as a Lender
By:
Name:
Title:
222 S. Riverside Plaza, 30th Floor
Chicago, IL 60606
Attention: Jim Scanlon
Telephone: (312) 704-6923
FAX: (312) 704-4127
Attention: Jonathan A. Adams
Telephone: (312) 704-6222
FAX: (312) 704-4127
A-1
EXHIBIT A TO FORBEARANCE AGREEMENT EXTENSION AND
THIRD AMENDMENT TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
FORM OF BORROWING NOTICE
[attached.]
Week End Draw Requested: __________________________
Date Prepared: _____________________________________
('000s in USD)
Max Availability & Draw Request
Max Commitment 35,000$
Cumulative Borrowing as of [date of borrowing]
Max Revolver Availability 35,000$
Draw Request
Availability post Draw 35,000$
Revolver Balance post Draw ‐$ [a]
[1] Projected Net Borrowings ‐$
Allowable 10% Variance ‐
Total Allowed Borrowings ‐$ [b]
Pro Forma Revolver Compliance [b] is greater than [a]?
Note:
[1] Cash flow forecast delivered on 3/30/17
Cumulative
Disbursement Covenant [date]
[1] Disbursement Forecast ‐$
10% Cushion ‐
Permitted Covenant Disbursements ‐$ [a]
[2] Actuals ‐ [b]
Favorable / (Unfavorable) ‐$
Disbursement Compliance [a] is greater than [b]?
Note:
[1] Cash flow forecast delivered on 3/30/17
[2] Cumulative disbursement actuals through previous week + current week forecast
B-1
EXHIBIT B TO FORBEARANCE AGREEMENT EXTENSION AND
THIRD AMENDMENT TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
REAFFIRMATION OF COLLATERAL DOCUMENTS
Effective as of March [__], 2017
U.S. Bank National Association, as Agent
800 Nicollet Mall
Minneapolis, MN 55402
Attn: James P. Cecil
Re: Sixth Amended and Restated Guaranty dated as of September 24, 2015 (the
“Guaranty”) and Sixth Amended and Restated Pledge and Security Agreement
and Irrevocable Proxy dated as of September 24, 2015 (the “Security
Agreement”), issued by the undersigned and certain other parties in favor of the
Lenders (defined below) and U.S. Bank National Association, as agent for the
Lenders (the “Agent”).
The undersigned hereby acknowledge and affirm the terms of the Forbearance
Agreement Extension and Third Amendment to Sixth Amended and Restated Credit Agreement
(the “Amendment”) dated concurrently herewith by and between Roadrunner Transportation
Systems, Inc. (the “Borrower”), the Agent, the lenders (the “Lenders”) party to the Credit
Agreement (as defined in the Amendment), and certain other parties, and to the execution and
delivery of the Amendment by the Borrower, agree that the obligations of the Borrower to the
Agent and the Lenders under the Credit Agreement as amended by the Amendment are
“Obligations” within the meaning of the Security Agreement and the Guaranty and such
obligations are and continue to be secured by the security interest granted by each of the
undersigned in the Security Agreement, agree to the releases set forth in Section 6.1 of the
Amendment, and make representations and warranties set forth in Section 6.5 of the
Amendment. All references to the “Credit Agreement” in the Guaranty and the Security
Agreement shall constitute references to the Credit Agreement as amended by the Amendment,
and as the same may be further amended, restated, or otherwise modified from time to time. The
undersigned confirm to the Agent and the Lenders that all of the terms, conditions, provisions,
agreements, requirements, promises, obligations, duties, covenants, and representations of the
undersigned under the Security Agreement and Guaranty, and any and all other documents and
agreements entered into with respect to the obligations under the Credit Agreement, as modified
by the Amendment, are hereby ratified and affirmed in all respects by the undersigned.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
B-2
IN WITNESS WHEREOF, the parties hereto have caused this Reaffirmation of
Collateral Documents to be executed as of the date and year first above written.
A&A EXPRESS, LLC
A&A LOGISTICS, LLC
ALPHA FREIGHT SYSTEMS, LLC
ADRIAN CARRIERS, LLC
ASCENT GLOBAL LOGISTICS HOLDINGS,
INC.
BEECH HILL ENTERPRISES, LLC
BIG ROCK TRANSPORTATION, LLC
CAPITAL TRANSPORTATION LOGISTICS,
LLC
CENTRAL CAL TRANSPORTATION, LLC
COMBI MARITIME CORPORATION
CONSOLIDATED TRANSPORTATION WORLD,
LLC
CTW TRANSPORT, LLC
D&E TRANSPORT, LLC
DIRECT CONNECTION TRANSPORTATION, LLC
EXPEDITED FREIGHT SYSTEMS, LLC
GREAT NORTHERN TRANSPORTATION
SERVICES, LLC
GROUP TRANSPORTATION SERVICES, INC.
GWP LOGISTICS, LLC
INTERNATIONAL TRANSPORTATION
HOLDINGS, INC.
ISI LOGISTICS, LLC
ISI LOGISTICS SOUTH, LLC
M. BRUENGER & CO., INC.
THE MEADOWLARK GROUP, LLC
MESCA FREIGHT SERVICES, LLC
MORGAN SOUTHERN, INC.
PRIME DISTRIBUTION SERVICES, INC.
R & M TRANSPORTATION, LLC
ROADRUNNER EQUIPMENT LEASING, LLC
ROADRUNNER INTERMODAL SERVICES, LLC
ROADRUNNER TRANSPORTATION SERVICES,
INC.
ROADRUNNER TRANSPORTATION SYSTEMS,
INC.
ROADRUNNER TRUCKLOAD HOLDINGS, LLC
ROADRUNNER TRUCKLOAD AGENT
INVESTMENT, INC.
ROADRUNNER TRUCKLOAD, LLC
ROADRUNNER TRUCKLOAD 2, LLC
SARGENT TRUCKING, LLC
SORTINO TRANSPORTATION, LLC
STAGECOACH CARTAGE AND DISTRIBUTION,
LLC
UNITRANS, INC.
UNITRANS INTERNATIONAL CORPORATION
WANDO TRUCKING, LLC
WORLD TRANSPORT SERVICES, LLC
ACTIVE AERO GROUP, INC.
EVERETT LOGISTICS, LLC
MARISOL INTERNATIONAL, LLC
RICH TRANSPORT, LLC
USA JET AIRLINES, INC.
ACTIVE AERO CHARTER, LLC
ACTIVE AERO MOTOR CARRIER, LLC
ACTIVE GLOBAL SOLUTIONS, LLC
ACTIVE PTM, LLC
By: ___________________________________
Name: Curtis W. Stoelting
Title: Chief Operating Officer