Supplement No. 3, dated as of January 26, 2015, to the Guarantee and Collateral



 Exhibit 10.3 

Execution Version 
 SUPPLEMENT NO.
3 dated as of January 26, 2015 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of August 19, 2011 (the “Guarantee and Collateral Agreement”), among QUALITY DISTRIBUTION, INC., a
Delaware corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower identified on Schedule I or otherwise identified
herein as a party (each, a “Subsidiary Party”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement referred to below, and as
collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein). 
 A. Reference
is made to the Amended and Restated Credit Agreement dated as of November 3, 2014 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the
Borrower, the lenders party thereto from time to time, the Administrative Agent, the Collateral Agent, JPMorgan Chase Bank, N.A. and SunTrust Bank, as co-syndication agents, and Regions Bank as documentation
agent. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit
Agreement and the Guarantee and Collateral Agreement referred to therein. 
 C. The Pledgors have entered into the Guarantee and Collateral
Agreement in order to induce the Lenders to make Loans and each Issuing Bank to issue Letters of Credit. Section 9.16 of the Guarantee and Collateral Agreement provides that additional Subsidiaries may become Subsidiary Parties under the
Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the
Credit Agreement to become a Subsidiary Party under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and each Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously
made and Letters of Credit previously issued. 
 Accordingly, the Administrative Agent, the Collateral Agent and the New Subsidiary agree as
follows: 
 SECTION 1. In accordance with Section 9.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature
below becomes a Subsidiary Party, a Guarantor and a Pledgor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Party, a Guarantor and a Pledgor, and the New Subsidiary hereby
(a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Subsidiary Party, a Guarantor and a Pledgor thereunder and (b) represents and warrants that the representations and warranties made
by it as a Guarantor and a Pledgor thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured
Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in and Lien on all the New Subsidiary’s right, title
and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Subsidiary Party”, a “Guarantor” or “Pledgor” in the Guarantee and Collateral
Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. 








 Execution Version 
  

 SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent, the
Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to
(i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. 
 SECTION 3. This
Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. This Supplement shall become effective when (a) the Administrative Agent
shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and (b) each of the Administrative Agent and the Collateral Agent has executed a counterpart hereof. 

SECTION 4. Schedules I, II, III, IV, V, VI and VII to the Guarantee and Collateral Agreement are hereby amended by supplementing
such Schedules with the information for the New Subsidiary contained in Annexes A, B, C, D, E, F and G attached hereto. 

SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect. 

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. In the event any one or more of the provisions contained in this Supplement
should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired
thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions. 
 SECTION 8. All communications and notices hereunder shall be in writing and given as
provided in Section 9.01 of the Guarantee and Collateral Agreement. 
 SECTION 9. The New Subsidiary agrees to reimburse each of the
Administrative Agent and the Collateral Agent for reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and
other charges of counsel for each of the Administrative Agent and the Collateral Agent. 








 Execution Version 
  

 IN WITNESS WHEREOF, the New Subsidiary, the Administrative Agent and the Collateral Agent
have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written. 
  

					
	QD SERVICES, INC.
		
	By:		  

			Name:		
			Title:		
	
	BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
		
	By:		  

			Name:		
			Title:		










 Execution Version 
  

 ANNEX A 

to Supplement No. 3 to the 

Guarantee and 
 Collateral Agreement

 LEGAL NAME; JURISDICTION OF FORMATION; CHIEF EXECUTIVE OFFICE; TYPE OF ORGANIZATION; WHETHER A REGISTERED ORGANIZATION; ORGANIZATIONAL
IDENTIFICATION NUMBER, IF ANY; 
 FEDERAL TAXPAYER IDENTIFICATION NUMBER 

 

													
	 Exact Legal Name
	  	 Jurisdiction
of Formation
	  	 Location of Chief

Executive Office
	  	 Type of

Organization
	  	 Registered
Organization?
	  	 Organization
Identification
Number (or,
if none, so

indicate)
	  	 Federal

Taxpayer
Identification
Number

	  	  	  	  	  	  
	QD Services, Inc.	  	Delaware	  	 4041 Park Oaks
 Blvd., Ste 200

Tampa, Florida 33610
	  	Corporation	  	Yes	  	5665216	  	47-2691510









 Execution Version 
  

 ANNEX B 

to Supplement No. 3 to the 

Guarantee and 
 Collateral Agreement

 PLEDGED SECURITIES OF THE NEW SUBSIDIARY 

Equity Interests 
  

																	
	 Issuer
	  	Record Owners	 	  	Certificate
No.	 	  	Number of
Outstanding
Shares	 	  	Percent
Pledged	 
	 QD Services, Inc.
	  	 	Quality Carriers, Inc.	  	  	 	1	  	  	 	100	  	  	 	100.0	% 

 Debt Securities 

None. 








 Execution Version 
  

 ANNEX C 

to Supplement No. 3 to the 

Guarantee and 
 Collateral Agreement

 PATENTS, TRADEMARKS AND COPYRIGHTS 

None. 








 Execution Version 
  

 ANNEX D 

to Supplement No. 3 to the 

Guarantee and 
 Collateral Agreement

 FILING JURISDICTIONS 
  

			
	QD Services, Inc.		Delaware









 Execution Version 
  

 ANNEX E 

to Supplement No. 3 to the 

Guarantee and 
 Collateral Agreement

 COMMERCIAL TORT CLAIMS 
 None. 








 Execution Version 
  

 ANNEX F 

to Supplement No. 3 to the Guarantee and 

Collateral Agreement 
 MATTERS
RELATING TO ACCOUNTS AND INVENTORY 
 None. 







 ANNEX G 

to Supplement No. 3 to the 

Guarantee and 
 Collateral Agreement

 TRANSPORTATION EQUIPMENT 
 None.