First Amendment and Consent to Credit Agreement



 Exhibit 10.1 
  
 [CONFORMED AS EXECUTED] 
  
  
 FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT 
 AND INTERCOMPANY SUBORDINATION AGREEMENT 
  
 FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT AND INTERCOMPANY SUBORDINATION AGREEMENT (this “First Amendment”), dated as of January
20, 2005, among QUALITY DISTRIBUTION, INC., a Florida corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Borrower”), various Subsidiaries of the Borrower, the lenders
from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent (in such capacity, the
“Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below. 
  
 W I T N E S S E
T H : 
  
 WHEREAS, Holdings, the Borrower, the
Lenders from time to time party thereto, JPMorgan Chase Bank, as Documentation Agent, Deutsche Bank Securities Inc. and Bear Stearns Corporate Lending Inc., as Co-Syndication Agents, and the Administrative Agent are parties to a Credit Agreement,
dated as of November 13, 2003 (the “Credit Agreement”); 
  
 WHEREAS, Holdings, the Borrower, various Subsidiaries of the Borrower and Credit Suisse First Boston, acting through its Cayman Islands Branch, as Collateral Agent, are parties to an Intercompany Subordination
Agreement, dated as of November 13, 2003 (the “Intercompany Subordination Agreement”); and 
  
 WHEREAS, subject to the terms and conditions of this First Amendment, the Lenders wish to grant certain consents to the provisions of the Credit
Agreement, and the parties hereto wish to amend certain provisions of the Credit Agreement and the Intercompany Subordination Agreement, in each case as herein provided; 
  
 NOW, THEREFORE, it is agreed: 
  
 I. Amendments and Consents to Credit Agreement. 
  
 1. Section 4.02(d) of the Credit Agreement is hereby amended by inserting the text “and excluding Excluded Permitted Senior Unsecured Notes
Proceeds” immediately after the text “Section 9.04 as in effect on the Effective Date” appearing in said Section. 
  
 2. Section 6A of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing immediately after the text
“7.05(a)(ii)” appearing in the preamble of said Section and inserting a comma in lieu thereof and (ii) inserting the text “and (z) Revolving Loans and/or Swingline Loans made on the FIRST Redemption Date to finance the Existing 2006
Floating Rate Senior Subordinated Notes Redemption” immediately after the text “1.01(d)” appearing in the preamble of said Section. 







 3. Section 6B of the Credit Agreement is hereby amended by (i) deleting the word “and”
appearing immediately after the text “Existing Senior Notes Refinancing” appearing in the preamble of said Section and inserting a comma in lieu thereof, (ii) inserting the text “and (iii) Revolving Loans (if any) made on the FIRST
Redemption Date to finance the Existing 2006 Floating Rate Senior Subordinated Notes Redemption” immediately after the text “1.01(d)” appearing in the preamble of said Section, and (iii) deleting the text “(excluding Swingline
Loans (if any) made on the Redemption Date to finance the Existing Senior Notes Refinancing)” appearing in the preamble of said Section and inserting the text “(excluding Swingline Loans (if any) made (i) on the Redemption Date to finance
the Existing Senior Notes Refinancing and (ii) on the FIRST Redemption Date to finance the Existing 2006 Floating Rate Senior Subordinated Notes Redemption)” in lieu thereof. 
  
 4. Section 6C of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following
new Section 6C in lieu thereof: 
  
 “SECTION
6C. Special Condition Precedent to Incurrence of Loans on the Redemption Date and the FIRST Redemption Date. The obligation of each Lender to make Loans on (x) the Redemption Date to finance the Existing Senior Notes Refinancing and for any
other purposes specified in Section 7.05(a)(ii) and (y) on the FIRST Redemption Date to finance the Existing 2006 Floating Rate Senior Subordinated Notes Redemption, is subject to the satisfaction of the following condition: 
  
 6C.01 No Payment or Bankruptcy Default or Event of
Default. On each of the Redemption Date and the FIRST Redemption Date, there shall exist no Default under Section 10.01 or 10.05 and no Event of Default under Section 10.01 or 10.05.”. 
  
 5. Section 7 of the Credit Agreement is hereby amended by deleting the text
“(other than the incurrence of Loans on the Redemption Date to finance the Existing Senior Notes Refinancing)” appearing in the preamble of said Section and inserting the text “(other than the incurrence of Loans (x) on the Redemption
Date to finance the Existing Senior Notes Refinancing and (y) on the FIRST Redemption Date to finance the Existing 2006 Floating Rate Senior Subordinated Notes Redemption)” in lieu thereof. 
  
 6. Section 7.03(ii) of the Credit Agreement is hereby amended by (i) deleting
the text “and” appearing after the text “the other Existing Indebtedness Agreements” in said Section and inserting a comma in lieu thereof and (ii) inserting the text “and the Permitted Senior Unsecured Notes Indenture”
immediately following the text “the New Senior Subordinated Notes Indenture” appearing in said Section. 
  
 7. Section 8.01(d) of the Credit Agreement is hereby amended by inserting the text “(or, on and after the issuance of any Permitted Senior Unsecured
Notes, the Adjusted Senior Secured Leverage Ratio)” immediately after the text “Adjusted Total Leverage Ratio” appearing in said Section. 
  
 8. On the date of the issuance of any Permitted Senior Unsecured Notes, Section 8.01(d) of the Credit Agreement shall be amended by deleting the text
“, 9.09” appearing in such Section. 







 9. Section 8.01(k) of the Credit Agreement is hereby amended by inserting the text “or of the
Permitted Senior Unsecured Notes” immediately following the text “or of the New Senior Subordinated Notes” appearing in said Section. 
  
 10. Section 8.17 of the Credit Agreement is hereby amended by inserting the following new clauses (d), (e) and (f) immediately following clause (c) of
said Section: 
  
 “(d) If the aggregate Net
Cash Proceeds from the issuance of Permitted Senior Unsecured Notes equals or exceeds $77,500,000, within 10 days following the date of the issuance of such Permitted Senior Unsecured Notes, Holdings shall have mailed (or caused to be mailed) an
irrevocable notice of redemption with respect to the Existing 2006 Floating Rate Senior Subordinated Notes pursuant to, and in accordance with the requirements of, the Existing 2006 Senior Subordinated Notes Indenture. 
  
 (e) On the first Business Day that is 30 or more days
following the date of the mailing of the irrevocable notice of redemption referred to in preceding clause (d) of this Section 8.17 (the “FIRST Redemption Date”), Holdings shall redeem all of the Existing 2006 Floating Rate Senior
Subordinated Notes pursuant to, and in accordance with the terms of, the call provisions of the Existing 2006 Senior Subordinated Notes Indenture and (y) pay all accrued and unpaid interest and related call premiums owing with respect thereto
(collectively, the “Existing 2006 Floating Rate Senior Subordinated Notes Redemption”). 
  
 (f) As soon as practicable following the FIRST Redemption Date (but in any event within 15 days following such date or such later date as
determined by the Administrative Agent in its sole discretion), the Administrative Agent shall have received evidence of the discharge of the Existing 2006 Floating Rate Senior Subordinated Notes (and all obligations under the Existing 2006 Senior
Subordinated Notes Indenture relating to the Existing 2006 Floating Rate Senior Subordinated Notes) from the trustee for the Existing 2006 Floating Rate Senior Subordinated Notes, which evidence shall be in form and substance satisfactory to the
Administrative Agent.”. 
  
 11. Section 9.01(c) of the Credit
Agreement is hereby amended by inserting the following text before the period at the end of said Section: 
  
 “provided, however, that Holdings may engage in those activities, and incur liabilities, that are incidental to (x) its maintenance and
ordinary course operation as a corporate “holding company” (including as an issuer of public securities), (y) the entering into, and the performance of its obligations under, this Agreement and the other Documents to which it is a party
and (z) legal, tax and accounting matters (including the incurrence of corporate overhead expenses).”. 
  
 12. Section 9.04 of the Credit Agreement is hereby amended by (i) inserting the text “prior to the FIRST Redemption Date,” immediately prior to
the text “unsecured Indebtedness” appearing in clause (p) of said Section, (ii) deleting the word “and” at the end of clause (p) of said Section, (iii) deleting the period at the end of clause (q) of said Section and 








 
inserting the text “; and” in lieu thereof and (iv) inserting the following new clause (r) immediately following clause (q) of said Section:

  
 “(r) unsecured Indebtedness of the
Borrower and QD Capital (as co-issuers), and unsecured guarantees thereof by the Guarantors (and so long as same remain Guarantors), under the Permitted Senior Unsecured Notes and the other Permitted Senior Unsecured Notes Documents in an aggregate
principal amount at any time outstanding not to exceed the Maximum Permitted Senior Unsecured Notes Amount as then in effect, so long as (i) all such Indebtedness is incurred in accordance with the requirements of the definition of Permitted Senior
Unsecured Notes, (ii) no Default or Event of Default shall exist both immediately before and immediately after giving effect to the incurrence thereof, (iii) on the date of issuance of the Permitted Senior Unsecured Notes, calculations are made by
the Borrower demonstrating compliance with the financial covenant contained in Section 9.10 (as amended by the First Amendment) for the Calculation Period most recently ended prior to the date of the issuance of Permitted Senior Unsecured Notes for
which financial statements are available, determined on a Pro Forma Basis (after giving effect to the respective issuance of Permitted Senior Unsecured Notes), (iv) Net Cash Proceeds from the issuance of Permitted Senior Unsecured
Notes of at least $70,000,000 shall have been be applied to repay Term Loans in a like principal amount in accordance with the requirements of Section 4.02(d), (v) the Administrative Agent shall have received an opinion of counsel (which may be in
the form of one or more reliance letters) in form, scope and substance reasonably satisfactory to the Administrative Agent, covering such matters incident to the issuance of the Permitted Senior Unsecured Notes as the Administrative Agent may
reasonably request and (vi) the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer of the Borrower certifying (x) to the best of his or her knowledge, as to compliance with the requirements of this
Section 9.04(r) and containing the calculations (in reasonable detail) required by the preceding clause (iii) and (y) the provisions of the New Senior Subordinated Notes Indenture under which the incurrence of the Permitted Senior Unsecured Notes
will be justified.”. 
  
 13. Section 9.05(q) of the
Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of sub-clause (i) of said Section and inserting a comma in lieu thereof and (ii) inserting the following new sub-clause (iii) immediately prior to the
semi-colon appearing at the end of said Section: 
  
 “and
(iii) the Borrower may make intercompany loans to Holdings on the FIRST Redemption Date, so long as (x) Holdings shall have utilized the full amount of the proceeds of such intercompany loan on such date to pay accrued interest, principal and
related premiums of or on the Existing 2006 Floating Rate Senior Subordinated Notes pursuant to the Existing 2006 Floating Rate Senior Subordinated Notes Redemption and 








 
(y) any such intercompany loan is evidenced by an Intercompany Note pledged to the Collateral Agent pursuant to the U.S. Pledge Agreement (it being
understood that this sub-clause (iii) shall be alternative to, but duplicative of, the Borrower’s right to Dividend cash to Holdings on the FIRST Redemption Date for such purposes pursuant to Section 9.06(xviii))”. 
  
 14. Section 9.06 of the Credit Agreement is hereby amended by (i) deleting
the word “and” appearing at the end of clause (xv) of said Section, (ii) deleting the period at the end of clause (xvi) of said Section and inserting a semi-colon in lieu thereof and (iii) inserting the following new clauses (xvii) and
(xviii) immediately following clause (xvi) of said Section: 
  
 “(xvii) the Borrower may pay cash Dividends to Holdings in an aggregate amount not to exceed $5,000,000 to enable Holdings to (I) make payments to plaintiffs and their counsel in respect of the settlement of
shareholder litigation, (II) pay corporate expenses and/or (III) pay Dividends to its shareholders, so long as (x) no Default or Event of Default then exists or would exist immediately after giving effect thereto and (y) Holdings promptly (and in
any event within 5 Business Days of the receipt thereof) uses the proceeds of such Dividends to make the permitted payments described above in this clause (xvii); and 
  
 (xviii) the Borrower may pay cash Dividends to Holdings on the FIRST Redemption Date, which in turn shall
immediately utilize the full amount of such cash Dividends on such date to pay accrued interest, principal and related call premiums of or on the Existing 2006 Floating Rate Senior Subordinated Notes pursuant to the Existing 2006 Floating Rate
Senior Subordinated Notes Redemption (it being understood that this Section 9.06(xviii) shall be alternative to, but not duplicative of, the Borrower’s right to make intercompany loans to Holdings for the purposes described above pursuant to
Section 9.05(q)(iii)).”. 
  
 15. Notwithstanding anything to
the contrary contained in Section 9.09 or elsewhere in the Credit Agreement, on and after the date of the issuance of any Permitted Senior Unsecured Notes, (x) Holdings and its Subsidiaries shall no longer be obligated to comply with the financial
covenant set forth in Section 9.09 of the Credit Agreement (including, without limitation, for purposes of Section 8.15 of the Credit Agreement) and (y) Sections 8.15(a), 9.12(ii)(u), 9.13(c) and the definitions of “Pro Forma Basis” and
“Unrestricted Subsidiary” appearing in Section 11 of the Credit Agreement shall be amended by deleting the text “Sections 9.09 and 9.10” in each place such text appears in said Section or definition, as the case may be, and in
each case inserting the text “Section 9.10” in lieu thereof. 
  
 16. On the date of the issuance of any Permitted Senior Unsecured Notes, Section 9.10 of the Credit Agreement shall be deleted in its entirety and amended to read as follows: 
  
 “9.10 Adjusted Senior Secured Leverage Ratio. Holdings will not permit the Adjusted Senior
Secured Leverage Ratio on the last day of any fiscal quarter specified below to exceed the respective ratio set forth opposite such fiscal quarter below: 








			
	 Fiscal Quarter Ended

	  	Ratio


	 March 31, 2005
	  	2.25:1.00
	 June 30, 2005
	  	2.25:1.00
	 September 30, 2005
	  	2.25:1.00
	 December 31, 2005
	  	2.25:1.00
	 March 31, 2006
	  	2.25:1.00
	 June 30, 2006
	  	2.25:1.00
	 September 30, 2006
	  	2.25:1.00
	 December 31, 2006 and thereafter
	  	2.00:1.00

  
 Notwithstanding
anything contrary contained above or elsewhere in this Agreement, (i) all calculations of compliance with this Section 9.10 shall be made on a Pro Forma Basis and (ii) in no event shall the Adjusted Senior Secured Leverage Ratio be
greater than the Maximum Permitted Acquisition Senior Secured Leverage Ratio upon the consummation of, and after giving effect on a Pro Forma Basis to, any Permitted Acquisition.”. 
  
 17. Section 9.12 of the Credit Agreement is hereby amended by (i) deleting
the first reference to “any Existing 2006 Floating Rate Senior Subordinated Notes” appearing in clause (ii) of said Section and inserting the text “any Existing 2006 Floating Rate Senior Subordinated Notes (other than pursuant to the
Existing 2006 Floating Rate Senior Subordinated Notes Redemption), any Permitted Senior Unsecured Notes,” in lieu thereof, (ii) inserting the text “and Permitted Exchange Senior Unsecured Notes may be issued as contemplated by the
definition of Permitted Senior Unsecured Notes and consistent with the definition of Permitted Exchange Senior Unsecured Notes” immediately prior to the semi-colon appearing in subclause (y) of the proviso appearing in clause (ii) of said
Section, (iii) inserting the text “(after the execution and delivery thereof) any Permitted Senior Unsecured Notes Document,” immediately following the text “any New Senior Subordinated Note Document,” appearing in clause (iv) of
said Section and (iv) inserting the text “(it being understood that the execution and delivery of a supplemental indenture and related documents in order to add a guarantor pursuant to the existing terms of the indentures governing any of the
foregoing Indebtedness shall not be construed as a modification)” immediately following the text “Subordinated Refinancing Indebtedness” appearing in clause (iv) of said Section. 
  
 18. Section 9.14 of the Credit Agreement is hereby amended by (i) inserting
the text “, any Permitted Senior Unsecured Notes” immediately following the text “New Senior Subordinated Notes” appearing in clause (xiv) of said Section, (ii) deleting the text “and” appearing at the end of clause
(xiv) of said Section and inserting a comma in lieu thereof and (iii) inserting the following new text immediately before the period at the end of said Section: 
  
 “and (xvi) on and after the issuance of any Permitted Senior Unsecured Notes, the Permitted Senior Unsecured Notes
Documents”. 
  
 19. The definition of
“Documents” appearing in Section 11 of the Credit Agreement is hereby amended by (i) redesignating clause (vi) of said definition as clause (vii) thereof and (ii) inserting the text “, (vi) on and after the execution and
delivery thereof, the Permitted Senior Unsecured Notes Documents” immediately after the text “Conversion Documents” appearing in said definition. 







 20. The definition of “L/C Supportable Indebtedness” appearing in Section 11 of the
Credit Agreement is hereby amended by inserting the text “, the Permitted Senior Unsecured Notes” immediately following the text “the New Senior Subordinated Notes” appearing in said definition. 
  
 21. The definition of “New Exchange Senior Subordinated
Notes” appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text “the terms of which, if not substantially identical to the terms of the New Senior Subordinated Notes, shall be” immediately prior to
the text “on market terms” appearing in said definition. 
  
 22. The definition of “Pro Forma Basis” appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text “, the Adjusted Senior Secured Leverage Ratio” immediately following the text
“Adjusted Total Leverage Ratio” appearing in clause (v) of said definition. 
  
 23. Section 11 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions: 
  
 “Adjusted Senior Secured Leverage Ratio” shall mean, on any date, the ratio of (i)
Consolidated Senior Secured Debt on such date to (ii) Consolidated EBITDA for the Test Period most recently ended on or prior to such date. All calculations of the Adjusted Senior Secured Leverage Ratio shall be made on a Pro Forma
Basis, with determinations of Adjusted Senior Secured Leverage Ratio to give effect to all adjustments (including, without limitation, those specified in clauses (iv) and (v)) contained in the definition of “Pro Forma Basis”
contained herein. 
  
 “Consolidated
Senior Secured Debt” shall mean all Consolidated Debt of Holdings and its Subsidiaries that is secured by a Lien on any property or assets owned by Holdings or any of its Subsidiaries; provided that the term “Consolidated Senior
Secured Debt” shall not include any Consolidated Debt that is subordinated in right of payment to the Obligations, the Guaranteed Obligations and the Guaranteed Obligations (as defined in the Subsidiaries Guaranty) pursuant to effective
subordination provisions that are reasonably satisfactory to the Administrative Agent. 
  
 “Excluded Permitted Senior Unsecured Notes Proceeds” shall mean Net Cash Proceeds received by the Borrower and/or QD
Capital from the issuance of Permitted Senior Unsecured Notes to the extent in excess of $70,000,000 but less than $100,000,000; provided, however, that in the event that cash (whether consisting of cash on hand or proceeds of
Revolving Loans and/or Swingline Loans) is not utilized to finance the Existing 2006 Floating Rate Senior Subordinated Notes Redemption in accordance with the requirements of (and within the time period specified in) Section 8.17(e), the lesser of
(x) the amount of 








 
such excess Net Cash Proceeds or (y) $7,500,000 of such excess Net Cash Proceeds, shall cease to qualify as “Excluded Permitted Senior Unsecured Notes
Proceeds” on the last day of such required time period and the Borrower shall be obligated to make the payment required by Section 4.02(d) in an amount equal to non-excluded excess Net Cash Proceeds as if same had never constituted
“Excluded Permitted Senior Unsecured Notes Proceeds”. 
  
 “Existing 2006 Floating Rate Senior Subordinated Notes Redemption” shall have the meaning provided in Section 8.17. 
  
 “First Amendment” shall mean the First Amendment to this Agreement, dated as of January 20,
2005. 
  
 “FIRST Redemption
Date” shall have the meaning provided in Section 8.17. 
  
 “Maximum Permitted Acquisition Senior Secured Leverage Ratio” shall mean, at any time, the maximum Adjusted Senior Secured Leverage Ratio which may exist pursuant to Section 9.10 without giving rise
to a Default or Event of Default at such time, adjusted by reducing the ratio appearing in such maximum Adjusted Senior Secured Leverage Ratio by 0.25. 
  
 “Maximum Permitted Senior Unsecured Notes Amount” shall mean, at any time, an amount equal to the remainder of (x) the
initial aggregate principal amount of Permitted Senior Unsecured Notes actually issued by the Borrower and QD Capital in reliance on Section 9.04(r) as of the date of issuance of such Permitted Senior Unsecured Notes minus (y) the amount of
any repayments of principal of Permitted Senior Unsecured Notes after the date of issuance thereof. 
  
 “Permitted Exchange Senior Unsecured Notes” shall mean senior unsecured notes issued in exchange for Permitted Senior
Unsecured Notes pursuant to the Permitted Senior Unsecured Notes Indenture, which Permitted Exchange Senior Unsecured Notes are substantially identical securities to the originally issued Permitted Senior Unsecured Notes and shall be issued pursuant
to a registered exchange offer or private exchange offer for the Permitted Senior Unsecured Notes the terms of which, if not substantially identical to the terms of the Permitted Senior Unsecured Notes, shall be on market terms reasonably
satisfactory to the Administrative Agent; provided that in no event will the issuance of any Permitted Exchange Senior Unsecured Notes increase the aggregate principal amount of Permitted Senior Unsecured Notes theretofore outstanding or
otherwise result in an increase in the interest rate applicable to the Permitted Senior Unsecured Notes theretofore outstanding. 
  
 “Permitted Senior Unsecured Notes” shall mean Indebtedness of the Borrower and QD Capital (as co-issuers) evidenced by
senior notes, so long as (a) such Indebtedness is incurred on or prior to September 30, 2005, (b) such 








 
Indebtedness has a final maturity no earlier than the fifth anniversary of the date of incurrence thereof, (c) such Indebtedness does not provide for any
amortization, sinking fund provision or required prepayment or redemption (other than by way of “change of control” and “asset sale offer to purchase” covenants), (d) such Indebtedness does not (x) add guarantors or primary
obligors different from that which applied to the New Senior Subordinated Notes, (y) provide for collateral security or (z) provide for financial maintenance covenants, (e) all other terms and conditions of such Indebtedness (including, without
limitation, voting rights, defaults, remedies and “change of control”, “asset sale offer to purchase” and other covenants) conform with the terms and conditions applicable to the “Senior Notes” described in the
“Description of Notes” delivered to the Administrative Agent and the Lenders prior to the execution and delivery of the First Amendment, except to the extent any such deviation from such terms and conditions is consented to by the
Administrative Agent (such consent not to be unreasonably withheld or delayed if such deviation is on “market terms” for a private placement of senior notes under Rule 144A of the Securities Act) and (f) the documentation governing such
Indebtedness is otherwise reasonably satisfactory to the Administrative Agent (as set forth in a written acknowledgement to the Borrower), as such Indebtedness may be amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof. As used herein (other than for purposes of the definition of “Permitted Exchange Senior Unsecured Notes”), the term “Permitted Senior Unsecured Notes” shall also include any Permitted Exchange Senior Unsecured
Notes issued pursuant to the respective Permitted Senior Unsecured Notes Indenture in exchange for theretofore outstanding Permitted Senior Unsecured Notes as contemplated by the definition of Permitted Exchange Senior Unsecured Notes. 

 
 “Permitted Senior Unsecured Notes
Documents” shall mean the Permitted Senior Unsecured Notes Indenture, the Permitted Senior Unsecured Notes and each other agreement, document or instrument relating to the issuance of the Permitted Senior Unsecured Notes, in each case as
the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof. 
  
 “Permitted Senior Unsecured Notes Indenture” shall mean any indenture or similar agreement entered into in connection
with the issuance of Permitted Senior Unsecured Notes, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof. 
  
 24. Section 13.07 of the Credit Agreement is hereby amended by inserting the text “, the Adjusted Senior Secured
Leverage Ratio” immediately following the text “Adjusted Total Leverage Ratio” appearing in said Section. 







 II. Amendments to Intercompany Subordination Agreement. 
  
 1. The Intercompany Subordination Agreement is hereby amended by inserting
the following new recitals thereto immediately following the ninth recital appearing therein: 
  
 “WHEREAS, Holdings and the Borrower may from time to time issue Permitted Senior Unsecured Notes (with the holders from time to time
of such Permitted Senior Unsecured Notes being herein called the “Permitted Senior Unsecured Noteholders”) pursuant to the Permitted Senior Unsecured Notes Indenture; 
  
 WHEREAS, Holdings and certain Subsidiary Guarantors may from time to time guarantee the repayment in full of
the Permitted Senior Unsecured Notes pursuant to the Permitted Senior Unsecured Notes Indenture; 
  
 WHEREAS, it is a condition precedent to the issuance of Permitted Senior Unsecured Notes that this Agreement be amended as provided in the
First Amendment;” 
  
 2. The tenth recital to the
Intercompany Subordination Agreement is hereby amended by (i) deleting the word “and” immediately following the text “Existing Senior Subordinated Secured Notes Documents” and inserting a comma in lieu thereof and (ii) inserting
the text “and the Permitted Senior Unsecured Notes Documents” immediately following the text “New Senior Subordinated Notes Documents” appearing in said recital. 
  
 3. The definition of “Senior Creditors” appearing in Section 7 of the Intercompany Subordination Agreement
is hereby amended by (i) deleting the word “and” appearing immediately following the text “Existing Senior Subordinated Secured Noteholders” and inserting a comma in lieu thereof and (ii) inserting the text “and the
Permitted Senior Unsecured Noteholders” immediately following the text “New Senior Subordinated Noteholders” appearing in said definition. 
  
 4. The definition of “Senior Indebtedness” appearing in Section 7 of the Intercompany Subordination Agreement is hereby amended by (i)
deleting the word “and” appearing at the end of clause (iii) of said definition, (ii) deleting the period at the end of clause (iv) of said definition and inserting the text “; and” in lieu thereof and (iii) inserting the
following new clause (v) immediately following clause (iv) of said definition: 
  
 “(v) all Obligations (including Obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due) and liabilities of each Credit Party to the Permitted Senior Unsecured Noteholders, now existing or hereafter incurred under, arising out of or in connection with any Permitted Senior Unsecured Notes Documents (including, without
limitation, all such obligations and liabilities under any guarantees relating thereto) and the due performance and compliance by each Credit Party with the terms of each such Permitted Senior Unsecured Notes Document (all such obligations and
liabilities under this clause (v) being herein collectively called the “Permitted Senior Unsecured Note Obligations”).”. 







 III. Miscellaneous Provisions. 
  
 1. In order to induce the Lenders to enter into this First Amendment, each of Holdings and the Borrower hereby represents
and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both immediately before and after giving effect to this First Amendment and (ii) all of the representations and warranties
contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date, both immediately before and after giving effect to this First Amendment, with the same effect as
though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of
such specific date). 
  
 2. This First Amendment is limited as
specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement, the Intercompany Subordination Agreement or any other Credit Document. 
  
 3. This First Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be
lodged with the Borrower and the Administrative Agent. 
  
 4.
THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
  
 5. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when
Holdings, the Borrower, Lenders constituting the Required Lenders and Lenders constituting the Majority Lenders holding Revolving Loan Commitments shall have signed a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number 212-354-8113). The Administrative Agent will give the Borrower and the
Lenders prompt notice of the occurrence of the First Amendment Effective Date. 
  
 6. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement and the Intercompany Subordination Agreement shall be deemed
to be references to the Credit Agreement or the Intercompany Subordination Agreement, as the case may be, as modified hereby. 







 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver
this First Amendment as of the date first above written. 
  

			
	 QUALITY DISTRIBUTION, INC.

		
	 By:
	 	 /s/ Timothy B. Page


	 Title:
	 	 Chief Financial Officer

	
	 QUALITY DISTRIBUTION, LLC

		
	 By:
	 	 /s/ Timothy B. Page


	 Title:
	 	 Chief Financial Officer

	
	 QD CAPITAL CORPORATION

		
	 By:
	 	 /s/ Timothy B. Page


	 Title:
	 	 Chief Financial Officer

	
	 QUALITY CARRIERS, INC.

		
	 By:
	 	 /s/ Timothy B. Page


	 Title:
	 	 Chief Financial Officer

	
	 CHEMICAL LEAMAN CORPORATION

		
	 By:
	 	 /s/ Timothy B. Page


	 Title:
	 	 Chief Financial Officer

	
	 TRANSPLASTICS, INC.

		
	 By:
	 	 /s/ Timothy B. Page


	 Title:
	 	 Chief Financial Officer

	
	 ENVIROPOWER, INC.

		
	 By:
	 	 /s/ Timothy B. Page


	 Title:
	 	 Chief Financial Officer

	
	 FLEET TRANSPORT COMPANY, INC.

		
	 By:
	 	 /s/ Timothy B. Page


	 Title:
	 	 Chief Financial Officer











			
	QUALA SYSTEMS, INC.
		
	By:	 	 /s/ Jean Bouchard


	Title:	 	Vice President
	
	QSI SERVICES, INC.
		
	By:	 	 /s/ Timothy B. Page


	Title:	 	Chief Financial Officer
	
	POWER PURCHASING, INC.
		
	By:	 	 /s/ Timothy B. Page


	Title:	 	Chief Financial Officer
	
	AMERICAN TRANSINSURANCE GROUP, INC.
		
	By:	 	 /s/ Timothy B. Page


	Title:	 	Chief Financial Officer
	
	M T L OF NEVADA
		
	By:	 	 /s/ James Rakitsky


	Title:	 	President
	
	MEXICO INVESTMENTS, INC.
		
	By:	 	 /s/ Timothy B. Page


	Title:	 	Chief Financial Officer
	
	 CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent and Collateral
Agent

		
	By:	 	 /s/ Robert Hetú


	Title:	 	Director
		
	By:	 	 /s/ Vanessa Gomez


	Title:	 	Vice President









 SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT, DATED AS OF JANUARY 20, 2005,
AMONG QUALITY DISTRIBUTION, INC., QUALITY DISTRIBUTION, LLC, VARIOUS SUBSIDIARIES OF QUALITY DISTRIBUTION, LLC, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, AS DOCUMENTATION AGENT, DEUTSCHE BANK SECURITIES INC. AND BEAR STEARNS CORPORATE LENDING
INC., AS CO-SYNDICATION AGENTS, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT 
  

			
	ARES Leverage Investment Fund II, L.P.
		
	 	 	By: ARES Management II, L.P.
	 	 	Its: General Partner
		
	By:	 	 /s/ Seth J. Brufsky


	Title:	 	Vice President
	
	ARES III CLO Ltd.
		
	 	 	By: ARES CLO Management, LLC
	 	 	Its: Investment Manager
		
	By:	 	 /s/ Seth J. Brufsky


	Title:	 	Vice President
	
	ARES IV CLO Ltd.
		
	 	 	 By: ARES CLO Management IV, L.P.,
         Investment Manager

		
	 	 	By: ARES CLO GP IV, LLC
	 	 	Its: Managing Member
		
	By:	 	 /s/ Seth J. Brufsky


	Title:	 	Vice President
	
	ARES V CLO Ltd.
		
	 	 	 By: ARES CLO Management V, L.P.,
         Investment Manager

		
	 	 	By: ARES CLO GP V, LLC
	 	 	Its: Managing Member
		
	By:	 	 /s/ Seth J. Brufsky


	Title:	 	Vice President










					
	 ARES VI CLO Ltd.

			
	 	 	By:	 	ARES CLO Management VI, L.P., Investment Manager
			
	 	 	By:	 	ARES CLO GP VI, LLC
	 	 	Its:	 	Managing Member
		
	By:	 	 /s/ Seth J. Brufsky


	Title:	 	Vice President
	
	ARES VII CLO Ltd.
			
	 	 	By:	 	ARES CLO Management VII, L.P., Investment Manager
			
	 	 	By:	 	ARES CLO GP VII, LLC
	 	 	Its:	 	General Partner
		
	By:	 	 /s/ Seth J. Brufsky


	Title:	 	Vice President
	
	ARES VIII CLO Ltd.
			
	 	 	By:	 	ARES CLO Management VIII, L.P., Investment Manager
			
	 	 	By:	 	ARES CLO GP VIII, LLC
	 	 	Its:	 	General Partner
		
	By:	 	 /s/ Seth J. Brufsky


	Title:	 	Vice President
	
	 Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC, as Term Lender

		
	By:	 	 /s/ Diane Exter


	Title:	 	Managing Director/Portfolio Manager
	
	 Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender

		
	By:	 	 /s/ Diane Exter


	Title:	 	Managing Director/Portfolio Manager










			
	 Sankaty Advisors, LLC as Collateral Manager for

	     Race Point II CLO, Limited, as Term Lender

		
	 By:
	 	 /s/ Diane Exter


	 Title:
	 	 Managing Director/Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral Manager for

	     Avery Point CLO, Limited, as Term Lender

		
	 By:
	 	 /s/ Diane Exter


	 Title:
	 	 Managing Director/Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral Manager for

	     Castle Hill III CLO, Limited, as Term Lender

		
	 By:
	 	 /s/ Diane Exter


	 Title:
	 	 Managing Director/Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral Manager for

	     Castle Hill II-Ingots, Limited, as Term Lender

		
	 By:
	 	 /s/ Diane Exter


	 Title:
	 	 Managing Director/Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral Manager for

	     Castle Hill I Ingots, Limited, as Term Lender

		
	 By:
	 	 /s/ Diane Exter


	 Title:
	 	 Managing Director/Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral Manager for

	     Loan Funding XI, LLC, as Term Lender

		
	 By:
	 	 /s/ Diane Exter


	 Title:
	 	 Managing Director/Portfolio Manager

	
	 Sankaty High Yield Partners II, L.P.

		
	 By:
	 	 /s/ Diane Exter


	 Title:
	 	 Managing Director/Portfolio Manager

	
	 HARBOUR TOWN FUNDING LLC

		
	 By:
	 	 /s/ Meredith J. Koslick


	 Title:
	 	 Assistant Vice President











			
	 LONG LANE MASTER TRUST IV

		
	 By:
	 	 /s/ Diana M. Himes


	 Title:
	 	 Authorized Agent

	
	 BEAR STERNS CORPORATE LENDING INC.

		
	 By:
	 	 /s/ Victor Bulzacchelli


	 Title:
	 	 Vice President

	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS

		
	 By:
	 	 /s/ Marguerite Sutton


	 Title:
	 	 Vice President

	
	 JPMORGAN CHASE BANK, NA

		
	 By:
	 	 /s/ Karen May Sharf


	 Title:
	 	 Vice President

	
	 Morgan Stanley Prime Income Trust

		
	 By:
	 	 /s/ Kevin T. Egan


	 Title:
	 	 Executive Director

	
	 VAN KAMPEN SENIOR LOAN FUND

		
	 	 	 By: Van Kampen Investment Advisory Corp.

		
	 By:
	 	 /s/ Christina Jamieson


	 Title:
	 	 Executive Director

	
	 VAN KAMPEN SENIOR INCOME TRUST

		
	 	 	 By: Van Kampen Investment Advisory Corp.

		
	 By:
	 	 /s/ Christina Jamieson


	 Title:
	 	 Executive Director