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



 Exhibit 4.2 

Execution Version 
 SUPPLEMENT NO,
3 dated as of January 26, 2015 (this “Supplement”), to the Collateral Agreement dated as of November 3, 2010 (the “Collateral Agreement”), among QUALITY DISTRIBUTION, LLC, a Delaware limited liability
company (“QD LLC”), QD CAPITAL CORPORATION, a Delaware Corporation (together with QD LLC, the “Issuers”), QUALITY DISTRIBUTION, INC. (“Holdings”), each Subsidiary of QD LLC identified on Schedule I
thereto (as supplemented from time to time) or otherwise identified herein as a party (each, a “Subsidiary Pledgor” and collectively, the “Subsidiary Pledgors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as
collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). 
 A. Reference is made to the
Indenture dated as of November 3, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among the Issuers, Holdings, and THE. BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Trustee (the “Trustee”). 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Indenture and the Collateral Agreement. 
 C. The Pledgors have entered into the Collateral Agreement in order
to induce the Trustee to enter into the Indenture, and to induce the Holders of the Notes to purchase the Notes. Section 9.16 of the Collateral Agreement provides that additional Subsidiaries may become Subsidiary Pledgors under the 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 Indenture to become a
Subsidiary Pledgor under the Collateral Agreement as consideration for the entry by the Trustee into the Indenture and the purchase of the Notes by the Holders. 

Accordingly, the Collateral Agent and the New Subsidiary agree as follows: 

SECTION 1. In accordance with Section 9.16 of the Collateral Agreement, the New Subsidiary by its signature below becomes a Subsidiary
Pledgor under the Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Pledgor, and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it
as a Subsidiary Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as 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 Obligations (as defined in the 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 such New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Collateral Agreement) of the New Subsidiary. Each reference to a “Subsidiary Pledgor” or
“Pledgor” in the Collateral Agreement shall be deemed to include the New Subsidiary. The Collateral Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Subsidiary represents and warrants to 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 Collateral Agent shall have received a counterpart of this Supplement that bears the signature of each New Subsidiary and (b) the Collateral
Agent has executed a counterpart hereof. 
 SECTION 4. Schedules I, II, III, IV, V, VI, and VII to the 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 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 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 Collateral
Agreement, 
 SECTION 9. Each New Subsidiary agrees to reimburse 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 the Collateral Agent, 
 SECTION 10. The
recitals contained herein shall be taken as the statements of the New Subsidiary, and the Collateral Agent assumes no responsibility for their correctness. The Collateral Agent makes no representations as to the validity or sufficiency of this
Supplement. 

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

			
	QD SERVICES, INC.
		
	By:		  

			Name:
			Title:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent
		
	By:		  

			Name:
			Title:



  
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 ANNEX A 

to Supplement No. 3 to the 

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


  
 A-1 








 ANNEX B 

to Supplement No. 3 to the 

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. 

  
 B-1 








 ANNEX C 

to Supplement No. 3 to the 

Collateral Agreement 
 PATENTS,
TRADEMARKS AND COPYRIGHTS 
 None. 

  
 C-1 








 ANNEX D 

to Supplement No. 3 to the 

Collateral Agreement 
 FILING
JURISDICTIONS 
  

			
	QD Services, Inc.		Delaware


  
 D-1 








 ANNEX E 

to Supplement No. 3 to the 

Collateral Agreement 
 COMMERCIAL
TORT CLAIMS 
 None. 

  
 E-1 








 ANNEX F 

to Supplement No. 3 to the 

Collateral Agreement 
 MATTERS
RELATING TO ACCOUNTS AND INVENTORY 
 None. 

  
 F-1 








 ANNEX G 

to Supplement No. 3 to the 

Collateral Agreement 

TRANSPORTATION EQUIPMENT 
 None. 

  
 G-1