exv10w6







Exhibit 10.6




CONSENT AND THIRD AMENDMENT TO SECOND

AMENDED AND RESTATED CREDIT AGREEMENT




          This Consent and Third Amendment to Second Amended and Restated Credit Agreement (this
“Amendment”) dated as of the 11th day of December, 2009, is by and among Roadrunner Transportation
Services, Inc., a Delaware corporation, Sargent Trucking, Inc., a Maine corporation, Big Rock
Transportation, Inc., an Indiana corporation, Midwest Carriers, Inc., an Indiana corporation, Smith
Truck Brokers, Inc., a Maine corporation, B&J Transportation, Inc., a Maine corporation (each,
an “Existing Borrower” and collectively the “Existing Borrowers”), Bullet Transportation Services,
Inc., a Delaware corporation (“Bullet Transportation”), the Lenders (as defined below) party
hereto and Bank of America, N.A., as successor by merger to LaSalle Bank National Association, as
administrative agent for Lenders (“Administrative Agent”).




W I T N E S S E T H:




          WHEREAS, Administrative Agent, the financial institutions party thereto (together with their
respective successors and assigns, “Lenders”) and Existing Borrowers are parties to that certain
Second Amended and Restated Credit Agreement dated as of March 14, 2007 (as amended or otherwise
modified from time to time, the “Credit Agreement”; capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Credit Agreement);




          WHEREAS, Holdings desires to form a new subsidiary, Bullet Transportation, for the purpose of
acquiring certain assets of Bullet Freight Systems, Inc., a California corporation (“Seller”),
pursuant to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the
date hereof among Holdings, Bullet Transportation, Seller and the Owners (as defined therein),
(the “Bullet Acquisition”);




          WHEREAS, absent the prior written consent of Required Lenders, (i) the formation of Bullet
Transportation would result in a breach of Section 11.9 of the Credit Agreement and an Event of
Default under Section 13.1.5(a) of the Credit Agreement, and (ii) consummation of the Bullet
Acquisition would result in a breach of Section 11.4 of the Credit Agreement and an Event of
Default under Section 13.1.5(a) of the Credit Agreement;




          WHEREAS, Bullet Transportation and the Existing Borrowers desire that Bullet Transportation
join the Credit Agreement as an additional Borrower;




          WHEREAS, Borrowers desire that Lenders advance an additional $9,000,000 to Borrowers,
constituting an incremental term loan, with the proceeds thereof being used to pay a portion of the
consideration due and owing on the date hereof under the Asset Purchase Agreement;





 









 








          WHEREAS, to finance the remaining portion of the consideration due and owing on the date
hereof under the Asset Purchase Agreement, (i) the Loan Parties desire to (x)
issue subordinated debt in the original principal amount of $16,500,000, and (y) provide
unsecured guaranties of such subordinated debt, in each case pursuant to that certain Securities
Purchase Agreement of even date herewith (the “Securities Purchase Agreement”), and (ii) certain
Loan Parties desire to issue that certain Junior Subordinated Note of even date herewith in the
original principal amount of $3,000,000 (the “Subordinated Note”);




          WHEREAS, absent the prior written consent of Required Lenders, the execution, delivery and
performance of the Securities Purchase Agreement, and the issuance of the Subordinated Note would
each result in a breach of Sections 11.1 of the Credit Agreement and separate Events of Default
under Section 13.1.5(a) of the Credit Agreement;




          WHEREAS, Borrowers have requested that Administrative Agent and Required Lenders (i) consent
to the formation of Bullet Transportation, (ii) consent to the consummation of the Bullet
Acquisition, (iii) consent to the execution, delivery and performance of the Securities Purchase
Agreement, (iv) consent to the issuance of the Subordinated Note, and (iv) amend the Credit
Agreement in certain respects as set forth herein to give effect to the foregoing, and
Administrative Agent and Required Lenders are willing to do so, subject to the terms and conditions
contained herein.




          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Administrative Agent, the undersigned
Lenders and Borrowers hereby agree as follows:




          1. Consents.




          (a) Subject to the satisfaction of the conditions set forth in Section 5 below and in reliance
on the representations and warranties set forth in Section 6 below, Administrative Agent and the
undersigned Lenders hereby consent to (i) the formation of Bullet Transportation, (ii) consummation
of the Bullet Acquisition, (iii) the execution, delivery and performance of the Securities Purchase
Agreement and (iv) the issuance of the Subordinated Note. The foregoing consent is expressly
intended to be limited in scope and, except as otherwise expressly provided herein, shall not be
construed as a waiver, consent or as an amendment or modification of the Credit Agreement.




          (b) Except as expressly provided herein, the execution and delivery of this Amendment and the
consents and modifications effected hereby shall not: (i) constitute an extension, modification,
waiver or consent of or with respect to any aspect of the Credit Agreement or the other Loan
Documents; (ii) extend the terms of the Credit Agreement or the due date of any of the Obligations;
(iii) give rise to any obligation on the part of Administrative Agent or any Lender to extend,
modify, waive or consent to any term or condition of the Credit Agreement or the other Loan
Documents; or (iv) give rise to any defenses or counterclaims to Administrative Agent’s or any
Lender’s right to compel payment of the Obligations or to otherwise enforce its rights and remedies
under the Credit Agreement and the other Loan Documents.





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          2. Joinder. Bullet Transportation is hereby joined to the Credit Agreement as a
Borrower, and hereby agrees to be bound by the terms and conditions (including without
limitation all covenants) of each Loan Document to which a Borrower is a party, including
without limitation the Credit Agreement, as if Bullet Transportation were a direct signatory
thereto as a Borrower, and to make all of the representations and warranties required thereunder of
a Borrower, as if Bullet Transportation were a direct signatory thereto as a Borrower. In
furtherance of the preceding sentence, without limiting any provision of any Loan Document to which
Bullet Transportation is now becoming a party as a Borrower, and in accordance with the terms of
the Loan Documents, Bullet Transportation agrees to be jointly and severally liable with all other
Borrowers for the Loans and other Obligations, whether currently or hereafter outstanding, as set
forth in Section 2.7 of the Credit Agreement.




          3. Incremental Funding. Subject to the satisfaction of the conditions set forth in
Section 5 below and in reliance on the representations and warranties set forth in Section 6 below,
each Lender identified on Exhibit A hereto agrees, severally, and not jointly, to advance
to the Borrowers on the date hereof the amount set on Exhibit A opposite such Lender’s name
and designated as the “Incremental Term Loan” (in the aggregate amount of $9,000,000)
(collectively, the “Bullet Advance”). The parties hereto agree that (i) the Bullet Advance shall
constitute the “Incremental Term Loan”, as specified in the Credit Agreement (as amended hereby),
(ii) the proceeds of the Bullet Advance shall be used by the Borrowers as permitted by Section 10.6
of the Credit Agreement (as amended hereby), and (iii) Annex A to the Credit Agreement
(Lenders and Pro Rata Shares) shall be deemed amended and modified to reflect the funding of the
Bullet Advance by the Lenders as set forth on Exhibit A.




          4. Amendments to Credit Agreement.




          (a) Except for such references otherwise expressly modified hereby, each reference to the term
“Term Loan” set forth in the Credit Agreement and the other Loan Documents is hereby deleted and
the term “Initial Term Loan” is inserted in replacement thereof.




          (b) Each reference to the term “Term Loan” set forth in the definitions of “Excess Cash Flow”,
“Fixed Charge Coverage Ratio”, “Interest Period”, and “Loan or Loans” set forth in Section 1.1 of
the Credit Agreement is hereby deleted and the term “Term Loans” is inserted in replacement
thereof.




          (c) The definition of “Pro Rata Share” set forth in Section 1.1 of the Credit Agreement is
hereby amended by (i) deleting each reference to “the Term Loan” set forth in clause (b) thereof,
and inserting the phrase “the Initial Term Loan or the Incremental Term Loan, as applicable” in
replacement thereof, and (ii) deleting each reference to the term “Term Loan” set forth in clause
(c) thereof, and by inserting the term “Term Loans” in replacement thereof.





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          (d) The definition of “EBITDA” set forth in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety, as follows:




          EBITDA means, for any period, Consolidated Net Income for such period
plus, to the extent deducted in determining such Consolidated Net Income, Interest
Expense, income tax expense, depreciation, amortization for such period, transaction
expenses incurred during such period attributable to the Related Transactions (not
exceeding $1,500,000 in the aggregate for all such expenses), transaction expenses incurred
during such period attributable to the Third Amendment and the transactions (including
without limitation the Bullet Acquisition) contemplated therein (not exceeding $500,000 in
the aggregate for all such expenses), cash expenses incurred following September 30, 2006,
not to exceed $1,250,000 in the aggregate, in connection with the integration of the
businesses of the Borrowers, and other non-cash charges required by GAAP (including,
without limitation, those resulting from purchase accounting and the grant by Holdings of
stock options and other equity-related incentives); provided, that (i) EBITDA for
each period set forth below shall be deemed to be the amount set forth below opposite such
period:




	 	 	 	 	 
	Month	 	Amount
	April 1, 2006 through and including
June 30, 2006

	 	$	8,301,000	 
	 
	 	 	 	 
	July 1, 2006 through and including
September 30, 2006

	 	$	7,612,000	 
	 
	 	 	 	 
	October 1, 2006 through and
including December 31, 2006

	 	$	2,576,000	 
	 
	 	 	 	 
	January 1, 2007 through and
including January 31, 2007 and
February 1, 2007 through and
including February 28, 2007

	 	Actual reported EBITDA of Borrowers
for such months, subject to
adjustments that are reasonably
acceptable to Administrative Agent
and are consistent with the
adjustments reflected in the EBITDA
amounts specified above by dollar
amounts.






; and (ii) for each period set forth below, EBITDA for such period, as calculated in
accordance with the foregoing definition, shall further be increased by the amount set
forth below for such period:





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	Period	 	Amount
	January 1, 2009 through and
including March 31, 2009

	 	$	2,154,000	 
	 
	 	 	 	 
	April 1, 2009 through and including
June 30, 2009

	 	$	2,153,000	 
	 
	 	 	 	 
	July 1, 2009 through and including
September 30, 2009

	 	$	2,048,000	 
	 
	 	 	 	 
	October 1, 2009 through and
including December 11, 2009

	 	Actual reported EBITDA of Bullet
Seller for such period, subject to
adjustments that are reasonably
acceptable to Administrative Agent
and are consistent with the
adjustments reflected in the EBITDA
amounts specified above by dollar
amounts.







          (e) The definition of “Fixed Charge Coverage Ratio” set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety, as follows:





     Fixed Charge Coverage Ratio means, for any Computation Period, the
ratio of (a) the total for such period of EBITDA plus Rental Expense
minus the sum of income taxes paid in cash by the Loan Parties and all
unfinanced Capital Expenditures to (b) the sum for such period of (i) cash
Interest Expense plus (ii) regularly scheduled payments of principal of
Funded Debt (including the Term Loan but excluding (in each case, to the extent
otherwise included) the Revolving Loans and the Sargent Earnout Obligations)
plus (iii) Rental Expense plus (iv) the aggregate amount distributed by
Holdings in connection with the repurchase of Capital Securities of Holdings plus
(v) payments of dividends on the Holdings Preferred Stock; provided, that,
for purposes of this definition, (x) Rental Expenses, income taxes paid in cash,
unfinanced Capital Expenditures, cash Interest Expense and regularly scheduled
payments of principal of Funded Debt for each period set forth below shall be deemed
to be the amount set forth below for such period:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rental	 	Cash Income	 	Unfinanced Capital
	Period	 	Expense	 	Taxes	 	Expenditures
	April 1, 2006 through
and including June
30, 2006

	 	$	2,489,000	 	 	 	($1,747,000	)	 	$	360,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	July 1, 2006 through
and including
September 30, 2006

	 	$	2,582,000	 	 	$	148,000	 	 	$	236,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	October 1, 2006
through and including
December 31, 2006

	 	$	2,430,000	 	 	$	84,000	 	 	$	174,000	 






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	 	 	Cash Interest	 	Regularly Scheduled
	Period	 	Expense	 	Payments of Principal
	April 1, 2006 through and
including June 30, 2006

	 	$	2,406,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	July 1, 2006 through and
including September 30, 2006

	 	$	2,363,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	October 1, 2006 through and
including December 31, 2006

	 	$	2,731,000	 	 	$	0	 







; provided, further, that for each period set forth below, Rental
Expenses, income taxes paid in cash, unfinanced Capital Expenditures, cash Interest
Expense and regularly scheduled payments of principal of Funded Debt for such
period, as calculated in accordance with the foregoing definition, shall further be
increased by the amount set forth below for such period:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rental	 	Cash Income	 	Unfinanced Capital
	Period	 	Expense	 	Taxes	 	Expenditures
	January 1, 2009
through and
including March 31,
2009

	 	$	255,000	 	 	$	0	 	 	$	35,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2009
through and
including June 30,
2009

	 	$	255,000	 	 	$	0	 	 	$	35,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	July 1, 2009
through and
including September
30, 2009

	 	$	255,000	 	 	$	0	 	 	$	35,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	October 1, 2009
through and
including December
11, 2009

	 	Applicable 

Proration
	 	$	0	 	 	$	35,000	 






	 	 	 	 	 
	 	 	Cash Interest	 	Regularly Scheduled
	Period	 	Expense	 	Payments of Principal
	January 1, 2009 through
and including March 31,
2009
	 	$157,500	 	$350,000
	 
	 	 	 	 
	April 1, 2009 through and
including June 30, 2009
	 	$157,500	 	$350,000
	 
	 	 	 	 
	July 1, 2009 through and
including September 30,
2009
	 	$157,500	 	$350,000
	 
	 	 	 	 
	October 1, 2009 through
and including December 11,
2009
	 	Applicable 

Proration	 	$350,000







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For purposes of the foregoing table, “Applicable Proration” means, with
respect to any column entry in such table (i.e. “Rental Expense” and “Cash Interest
Expense”), the product of (i) the dollar amount set forth in the cell immediately
above the “Applicable Proration” reference multiplied by (ii) the ratio of
(x) the number of days in the period for which the Applicable Proration is measured
over (y) ninety (90).



          (f) The definition of “Total Debt” set forth in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety, as follows:





     Total Debt means all Debt of Holdings and its Subsidiaries, determined
on a consolidated basis, excluding (a) contingent obligations in respect of
Contingent Liabilities (except to the extent constituting Contingent Liabilities in
respect of Debt of a Person other than any Loan Party), (b) Hedging Obligations, (c)
contingent obligations in respect of undrawn letters of credit and (d) the Specified
Subordinated Debt.



          (g) Section 1.1 of the Credit Agreement is hereby amended to add the following definitions in
their appropriate alphabetical order:





     Bullet Acquisition shall have the meaning set forth in the recitals to the
Third Amendment.




Bullet Transportation means Bullet Transportation Services, Inc., a Delaware
corporation.




Incremental Term Loan — see Section 2.1.2.




Bullet Seller means Bullet Freight Systems, Inc., a California corporation.




     Specified Subordinated Debt means Debt of Holdings and its Subsidiaries arising
under (i) that certain Securities Purchase Agreement dated as of December 11, 2009 among the
Loan Parties and the “Purchasers” identified therein, as in effect on such date and (ii)
that certain Junior Subordinated Note dated as of December 11, 2009 in the original
principal amount of $3,000,000 executed by certain Loan Parties in favor of Bullet Freight
Systems, Inc., a California corporation and/or one or more of its shareholders, as in effect
on such date.




     Success
Fee — see Section 5.4.




     Term Loans means, collectively, the Initial Term Loan and the Incremental Term
Loan.




     Third Amendment means that certain Consent and Third Amendment to Second
Amended and Restated Credit Agreement dated as of December 11, 2009

 among Borrowers, Administrative Agent and the Lenders identified on the signature pages
thereof.




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          (h) Section 2.1.2 of the Credit Agreement is hereby amended and restated in its entirety as
follows:





     2.1.2 Term Loan Commitments.




     Borrowers and Lenders hereby agree that a portion of the Credit Balance in the
amount of $40,000,000.00 shall be deemed to be a term loan (the “Initial Term Loan”)
deemed advanced on the Closing Date by the Lenders in the original principal dollar
amounts and applicable Pro Rata Shares set forth on Annex A hereto, and
repayable in accordance with the terms and provisions of this Agreement. Borrowers
and Lenders hereby agree that on December 11, 2009, Lenders shall make a term loan
to Borrowers in the aggregate amount of $9,000,000 (the “Incremental Term Loan”),
which Incremental Term Loan shall be made by the Lenders in the original principal
dollar amounts and applicable Pro Rata Shares set forth on Annex A hereto,
and repayable in accordance with the terms and provisions of this Agreement.



          (i) Section 2.2.1 of the Credit Agreement is hereby amended by deleting “the Term Loan” in the
first line thereof, and inserting the phrase “the Initial Term Loan and the Incremental Term Loan”
in replacement thereof.




          (j) Section 3.1 of the Credit Agreement is hereby amended and restated in its entirety as
follows:





     The Loans of each Lender shall be evidenced by (a) a Note, with appropriate insertions,
payable to the order of such Lender in a face principal amount equal to the sum of such
Lender’s Revolving Commitment plus the principal amount of such Lender’s Initial Term Loan,
and (b) a Note, with appropriate insertions, payable to the order of such Lender in a face
principal amount equal to such Lender’s Incremental Term Loan.



          (k) Section 5 of the Credit Agreement is hereby amended by adding a new Section 5.4 as
follows:




          5.4 Success Fee.





     Upon the consummation of a registered initial public offering of the Capital Securities
of Holdings or any other Loan Party, Borrowers agree, jointly and severally, to pay to the
Administrative Agent for the benefit of the Lenders a fee (the “Success Fee”), equal to the
difference between (a) the present value of a 15% internal rate of return earned on the
Incremental Term Loan over the period commencing on the date of the advance of the
Incremental Term Loan and ending on the date of the consummation of such initial public
offering, and (b) the present value of all interest



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paid by the Borrowers to the Lenders on the Incremental Term Loan as of the date of the
consummation of such initial public offering. The Success Fee shall be paid to each Lender
in accordance with such Lender’s Pro Rata Share of the Incremental Term Loan as of the date
of payment. The Success Fee shall be non-refundable once paid, and shall be fully earned
and payable on the date of the consummation of such initial public offering.



          (l) Reference to the term “Term Loan” in Section 6.1.2 of the Credit Agreement is hereby
deleted and the term “Term Loans” is inserted in replacement thereof.




          (m) Reference to the term “Term Loan” in Section 6.2.1 of the Credit Agreement is hereby
deleted and the term “Term Loans” is inserted in replacement thereof.




          (n) Section 6.2.2(a)(iv) of the Credit Agreement is hereby amended (i) by deleting the
reference therein to the term “Term Loan”, and by substituting in replacement thereof the term
“Term Loans” and (ii) by deleting the reference therein to the clause
“(commencing with Fiscal Year 2007)”, and by substituting in replacement thereof the clause
“(commencing with Fiscal Year 2007, but excepting Fiscal Year 2009)”.




          (o) The third sentence of Section 6.3.1 of the Credit Agreement is hereby amended and restated
in its entirety as follows:





     All prepayments of the Term Loans shall be applied pro rata as between the Term Loans,
and pro rata to the remaining installments of each Term Loan.



          (p) Section 6.4 of the Credit Agreement is hereby amended by adding a new Section 6.4.3 as
follows:




          6.4.3. Incremental Term Loan.





     The Incremental Term Loan of each Lender shall be paid in installments equal to such
Lender’s Pro Rata Share of the aggregate principal amount of the installments of the
Incremental Term Loan as follows:



	 	 	 	 	 
	Payment Date	 	Amount
	March 31, 2010
	 	$	350,000	 
	June 30, 2010
	 	$	350,000	 
	September 30, 2010
	 	$	350,000	 
	December 31, 2010
	 	$	350,000	 
	March 31, 2011
	 	$	625,000	 
	June 30, 2011
	 	$	625,000	 
	September 30, 2011
	 	$	625,000	 
	December 31, 2011
	 	$	625,000	 







     Unless sooner paid in full, the outstanding principal balance of the Incremental



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     Term Loan shall be paid in full on the Term Loan Maturity Date.



          (q) The fourth sentence of Section 9.8 of the Credit Agreement is hereby amended and restated
in its entirety as follows:





     All of the issued and outstanding Capital Securities of Roadrunner, Sargent Holdings,
and Bullet Transportation are directly owned by Holdings.



          (r) Section 10.6 of the Credit Agreement is hereby amended by adding the following new
sentence at the end thereof:





     Notwithstanding the immediately preceding sentence, Borrowers will use the proceeds of
the Incremental Term Loan to pay a portion of the purchase price due and owing in connection
with the Bullet Acquisition.



          (s) Reference to the term “Term Loan” in Section 15.1 of the Credit Agreement is hereby
deleted and the term “Term Loans” is inserted in replacement thereof.




          (t) Reference in clause (b) of Section 15.6.1(a) to “the Term Loan” is hereby deleted and the
phrase “either the Initial Term Loan or the Incremental Term Loan” is inserted in replacement
thereof.




          (u) Each reference to the term “Term Loan” in Section 15.6.1(b) of the Credit Agreement is
hereby deleted and the term “Term Loans” is inserted in replacement thereof.




          (v) Reference to the term “Term Loan” in line 11 of Exhibit B to the Credit Agreement
is hereby deleted and the term “Term Loans” is inserted in replacement thereof.




          (w) Each reference to the term “Term Loan” in lines 4 and 24 of Exhibit G to the
Credit Agreement is hereby deleted and the term “Term Loans” is inserted in replacement thereof.




          (x) The Schedules to the Credit Agreement are hereby amended and restated in their entirety as
set forth on Exhibit B attached hereto. Any references in the Credit Agreement to
disclosures on the Schedules being made as of the Closing Date shall be deemed to be made as of the
date of this Amendment.




          5. Conditions. The effectiveness of this Amendment is subject to the satisfaction of
the following conditions precedent (unless specifically waived in writing by Administrative Agent):




          (a) Borrowers shall have delivered to Administrative Agent each of the fully executed
documents, agreements and instruments listed on Exhibit C attached hereto, together with
such other documents, agreements and instruments as Administrative Agent may require or reasonably
request;






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          (b) The Bullet Acquisition shall have been consummated in accordance with the terms of the
Asset Purchase Agreement and in compliance with applicable law;




          (c) Borrowers shall have paid to Administrative Agent, for the benefit of each Lender who
executes this Amendment on or before December 11, 2009, (i) a fee equal to 25 basis points of the
sum of the outstanding principal balance of the Initial Term Loan owing to such Lender and the
Revolving Commitment of such Lender, and (ii) a fee equal to 150 basis points of the portion of the
Incremental Term Loan funded by such Lender as set forth on Exhibit A hereto, each of which shall
be fully earned and non-refundable when paid;




          (d) Borrowers shall have paid to Administrative Agent the fees set forth in that certain fee
letter of even date herewith between Borrowers and Administrative Agent, which fees shall be fully
earned and non-refundable when paid;




          (e) Borrowers shall have satisfied in full all unpaid costs and expenses (including without
limitation Attorney Costs) incurred by Administrative Agent in connection with the Loan Documents;
and




          (f) No Unmatured Event of Default or Event of Default shall have occurred and be continuing.




          6. Representations and Warranties. To induce Administrative Agent and the undersigned
Lenders to enter into this Amendment, each Borrower hereby represents and warrants to
Administrative Agent and Lenders that:




          (a) The execution, delivery and performance by each Borrower of this Amendment and each of the
other agreements, instruments and documents contemplated hereby are within each Borrower’s
corporate power, have been duly authorized by all necessary corporate action, have received all
necessary governmental approval (if any shall be required), and do not and will not contravene or
conflict with any provision of law applicable to any Borrower, the certificate of formation,
operating agreement and any other organizational document of any Borrower, any order, judgment or
decree of any court or governmental agency, or any agreement, instrument or document binding upon
any Borrower or any of its property (including without limitation the Subordinated Debt Documents);




          (b) Each of the Credit Agreement and the Loan Documents, as amended by this Amendment and the
documents and agreements contemplated thereby, are the legal, valid and binding obligation of
Borrowers, enforceable against Borrowers in accordance with its terms;




          (c) Except to the extent amended hereby, the representations and warranties contained in the
Credit Agreement and the Loan Documents are true and accurate as of the date hereof with the same
force and effect as if such had been made on and as of the date hereof; and





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          (d) Borrowers have performed all of their obligations under the Credit Agreement and the Loan
Documents to be performed by Borrowers on or before the date
hereof and as of the date hereof, Borrowers are in compliance with all applicable terms and
provisions of the Credit Agreement and each of the Loan Documents to be observed and performed by
Borrowers and no event of default or other event which upon notice or lapse of time or both would
constitute an event of default has occurred.




          7. Cash Management. With respect to Bullet Transportation, the provisions of
Section 10.10 of the Credit Agreement shall be effective commencing 120 days following the
date hereof; provided, that it is hereby understood that prior to such effectiveness,
Bullet Transportation will promptly deposit all payments made on any of its existing or hereafter
arising Accounts in a deposit account maintained by Administrative Agent.




          8. Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same Amendment.
Receipt by telecopy or electronic transmission of any executed signature page to this Amendment
shall constitute effective delivery of such signature page.




          9. Continued Effectiveness. Administrative Agent, Required Lenders and Borrowers
hereby agree that all references to the Credit Agreement which are contained in any of the Loan
Documents shall refer to the Credit Agreement as amended by this Amendment. Except as specifically
set forth herein, the Credit Agreement and each of the Loan Documents shall continue in full force
and effect according to its and their respective terms.




          10. Costs and Expenses. Each Borrower hereby agrees that all expenses incurred by
Administrative Agent and Lenders in connection with the preparation, negotiation and closing of the
transactions contemplated hereby, including without limitation reasonable attorneys’ fees and
expenses, shall be part of the Obligations.




          11. Severability. Any provision of this Amendment that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.




[signature pages follow]





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     IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first
written above.



	 	 	 	 	 	 	 
	 	 	ROADRUNNER TRANSPORTATION SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Judy Vijums
 

Judy Vijums
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SARGENT TRUCKING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Judy Vijums
 

Judy Vijums
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	BIG ROCK TRANSPORTATION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Judy Vijums
 

Judy Vijums
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	MIDWEST CARRIERS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Judy Vijums
 

Judy Vijums
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SMITH TRUCK BROKERS, INC.	 	 
	 
	 

	 	By:

Name:

Title:
	 	/s/ Judy Vijums
 

Judy Vijums
	 	 
	 

	 	 	 	 

	 	 






 









 






	 	 	 	 	 	 	 
	 	 	B&J TRANSPORTATION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Judy Vijums	 	 
	 

	 	Name:

Title:
	 	 

Judy Vijums
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	BULLET TRANSPORTATION SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Judy Vijums
 

Judy Vijums
	 	 
	 

	 	 	 	 

	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as successor by	 	 
	 	 	merger to LaSalle Bank National Association,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ George S. Carey
 

George S. Carey
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as successor by	 	 
	 	 	merger to LaSalle Bank National Association,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ Authorized Signatory
 

SVP
	 	 






 









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard A. Clemmerson
 

Richard A. Clemmerson
	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	M&I MARSHALL & ILSLEY BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ Authorized Signatory
 

Vice President
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ Authorized Signatory
 

Vice President