fourthamendmentandwaibd7






                                                                EXECUTION VERSION                 FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT         FOURTH  AMENDMENT  AND  WAIVER  TO  CREDIT  AGREEMENT  (this  “Amendment”)  dated  as  of  November  27,  2019  among  ROADRUNNER  TRANSPORTATION  SYSTEMS,  INC.,  a  Delaware  corporation  (the  “Company”),  each  of  the  Subsidiaries of  the  Company  identified  as  “Subsidiary Guarantors” on the signature pages to the Credit Agreement (the “Subsidiary Guarantors”),  the Lenders (as defined below) party hereto and BMO HARRIS BANK N.A., as Administrative Agent  (the “Term Administrative Agent”), each of which is a party to the Existing Credit Agreement (as defined  below).          WHEREAS,  Company,  the  Subsidiary  Guarantors,  the  financial  institutions  from  time  to  time  party  thereto  as  lenders  (the  “Lenders”)  and  the  Term  Administrative  Agent  are  parties  to  that  certain  Credit Agreement dated as of February 28, 2019 (as amended, supplemented, or otherwise modified from  time  to  time  prior  to  this  Amendment  and  as  in  effect  immediately  prior  to  the  effectiveness  of  this  Amendment, the “Existing Credit Agreement”, and as amended by this Amendment and as may be further  amended,  supplemented  or  otherwise  modified  and  in  effect  from time  to  time,  the  “Amended  Credit  Agreement”).         WHEREAS, the Company and the Subsidiary Guarantors request that the Lenders and the Term  Administrative  Agent  amend  the  Existing  Credit  Agreement  in  certain  respects,  and  the  Lenders  party  hereto and the Term Administrative Agent are willing to so amend the Existing Credit Agreement, as set  forth below.          WHEREAS,  certain  Events  of  Default  exist  under  the  Existing  Credit  Agreement,  and  the  Company  and  the  Subsidiary  Guarantors  request  that  the  Lenders and  the  Term  Administrative  Agent  waive  such  Events  of  Default,  and  the  Lenders  party  hereto  and the  Term  Administrative  Agent  are  willing to so waive such Events of Default, as set forth below.         NOW  THEREFORE,  in  consideration  of  the  foregoing  and  for  other good  and  valuable  consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:         Section 1.    Definitions.  Except as otherwise defined in this Amendment, terms defined in  the Amended Credit Agreement are used herein as defined therein.         Section 2.    Amendments  to  the  Existing  Credit  Agreement.   From  and  after  the  Fourth  Amendment Effective Date, the Existing Credit Agreement shall be amended as follows:          2.01. References  Generally.   References  in  the  Existing  Credit  Agreement  (including  references  to  the  Existing  Credit  Agreement  as  amended  hereby) to  “this  Agreement”  (and  indirect  references  such  as  “hereunder”, “hereby”,  “herein”  and  “hereof”)  and  each  reference  to  the  Existing  Credit Agreement in the other Loan Documents (and indirect references such as “thereunder”, “thereby”,  “therein” and “thereof”) shall be deemed to be references to the Existing Credit Agreement as amended  hereby.          2.02. Amended Language.                (a)    Schedule  A  of  the  Existing  Credit  Agreement  is  hereby  amended  and  replaced        with Schedule A attached hereto.                (b)    Schedule  1.03(b)  of  the  Existing  Credit  Agreement  is  hereby  amended  and         replaced with Schedule 1.03(b) attached hereto.    AmericasActive:14222527.3 





 






      Section 3.    Waiver to the Existing Credit Agreement.  The Company has notified the Term  Administrative  Agent  and  the  Lenders  that  Schedule  6.30(a)  of  the  Existing  Credit  Agreement,  which  contains  a  cross-reference  to  Schedule  1.03(b)  of  the  Existing Credit  Agreement,  does  not  currently  contain a true and correct listing of all Aircraft owned by the Loan Parties and that such schedule was not  updated in connection with the delivery of one or more Compliance Certificates delivered pursuant to,  and  as  required  to  be  updated  by,  Section  7.02(c)  of  the  Existing  Credit  Agreement  prior  to  the  date  hereof,  and  as  a  result  an  Event  of  Default  or  Events  of  Default  exist  under  Section  9.01(b)(ii)  of  the  Existing Credit Agreement (the Events of Default arising solely from such circumstances are hereafter  referred to as the “Specified Defaults”).  The Company hereby requests the Required Lenders to waive  the  Specified  Defaults.   Subject  to  the  terms  and  conditions  set  forth  in  this  Agreement,  the  Required  Lenders hereby waive the Specified Defaults.          Section 4.   Representations and Warranties of the Loan Parties.  The Loan Parties represent  and  warrant  to  the  Term  Administrative  Agent  and  the  Lenders  that  as  of  the  Fourth  Amendment  Effective Date:          4.01. each  of  the  representations  and  warranties  set  forth  in  the  Amended  Credit Agreement  and in the other Loan Documents are true and correct in all respects (or in all material respects for such  representations and warranties that are not by their terms already qualified as to materiality) as of the date  hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in  which case they shall be true and correct in all respects (or in all material respects for such representations  and warranties that are not by their terms already qualified as to materiality) as of such earlier date, and  except  that  for  purposes  of  this Section 4.01,  (i)  the  representations  and  warranties  contained  in  Section 6.05(a) and (c) of the Amended Credit Agreement shall be deemed to refer to the most recent  statements furnished pursuant to clause (a) of Section 7.01 of the Amended Credit Agreement and (ii) the  representations and warranties contained in Section 6.05(b) of the Amended Credit Agreement shall be  deemed  to  refer  to  the  most  recent  statements  furnished  pursuant  to  clause (b)  of  Section 7.01  of  the  Amended Credit Agreement; and          4.02. both immediately before and after giving effect to this Amendment and the transactions  contemplated hereby, no Default (other than the Specified Default) shall have occurred and be continuing,  or would result therefrom.          Section 5.   Conditions  Precedent  to  this  Amendment.   This  Amendment  shall  become  effective  as  of  the  date,  upon  which  each  of  the  following  conditions  precedent  shall  be  satisfied  or  waived (the “Fourth Amendment Effective Date”):         5.01.  Amendment.   The  Term  Administrative  Agent  shall  have  received  counterparts  of  this  Amendment,  executed  by  the  Loan  Parties,  the  Term  Administrative  Agent  and  the  Required  Supermajority Lenders.          5.02. ABL Amendment. The Term Administrative Agent shall have received a fully executed  copy of the fourth amendment to the ABL Loan Agreement with substantially similar amendments to this  Amendment and otherwise in form and substance acceptable to the Term Administrative Agent.          5.03. Costs and Expenses.  The Company shall have paid all reasonable and documented and  invoiced  out-of-pocket  costs  and  expenses  of  the  Term  Administrative  Agent  in  connection  with  this  Amendment.          Section 6.   Conditions  Subsequent.   Within  thirty  (30)  days  of  the  Fourth  Amendment  Effective Date (or such later date as the Term Administrative Agent may agree), the Term Administrative                                              2  AmericasActive:14222527.3 





 






Agent  shall  have  received  fully executed  copies  of  such  supplements  or  amendments  to  the  Aircraft  Mortgages, along with substantially similar amendments to the Aircraft Mortgages (as defined in the ABL  Loan Agreement), as may be required to ensure that all Aircraft listed on the updated Schedule 6.30(a) as  amended hereby are subject to Aircraft Mortgages, with such supplements or amendments in form and  substance acceptable to the Term Administrative Agent.         Section 7.    Reference to and Effect Upon the Existing Credit Agreement.         7.01.  Except as specifically amended or waived above, the Existing Credit Agreement and the  other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and  confirmed.         7.02.  The  execution,  delivery  and  effectiveness  of  this  Amendment  shall  not  operate  as  a  waiver of any right, power or remedy of the Term Administrative Agent or any Lender under the Existing  Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Existing Credit  Agreement or any Loan Document, except as specifically set forth herein.          Section 8.   Ratification  of  Liability.  As  of  the  Fourth  Amendment  Effective  Date,  the  Company  and  the  other  Loan  Parties,  as  debtors,  grantors,  pledgors,  guarantors,  assignors,  or  in  other  similar capacities in which such parties grant liens or security interests in their properties or otherwise act  as accommodation parties or guarantors, as the case may be, under the Loan Documents to which they are  a party, hereby ratify and reaffirm all of their payment and performance obligations and obligations to  indemnify, contingent or otherwise, under each of such Loan Documents to which they are a party, and  ratify and reaffirm their grants of liens on or security interests in their properties pursuant to such Loan  Documents to which they are a party, respectively, as security for the Obligations, and as of the Fourth  Amendment  Effective  Date,  each  such  Person  hereby  confirms  and agrees  that  such  liens  and  security  interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations  hereafter  arising  or  incurred  pursuant  to  or  in  connection  with  this  Amendment,  the  Amended  Credit  Agreement or any other Loan Document. As of the Fourth Amendment Effective Date, the Company and  the other Loan Parties further agree and reaffirm that the Loan Documents to which they are parties now  apply to all Obligations as defined in the Amended Credit Agreement (including, without limitation, all  additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the  Amended Credit Agreement or any other Loan Document). As of the Fourth Amendment Effective Date,  the Company and the other Loan Parties (a) further acknowledge receipt of a copy of this Amendment, (b)  consent  to  the  terms  and  conditions  of  same,  and  (c)  agree  and acknowledge  that  each  of  the  Loan  Documents to which they are a party remain in full force and effect and is hereby ratified and confirmed.          Section 9.   Miscellaneous.  Except as herein provided, the Existing Credit Agreement shall  remain unchanged and in full force and effect.  This Amendment is a Loan Document for all purposes of  the Amended Credit Agreement. This Amendment may be executed in any number of counterparts, and  by  different  parties  hereto  on  separate  counterpart  signature  pages,  and  all  such  counterparts  taken  together shall be deemed to constitute one and the same instrument.  Delivery of a counterpart signature  page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also  known as a “PDF” file) shall be effective as delivery of a manually executed counterpart signature page.   Section headings used in this Amendment are for reference only and shall not affect the construction of  this Amendment.          Section 10.  GOVERNING  LAW.   THIS  AMENDMENT,  AND  THE  RIGHTS  AND  DUTIES  OF  THE  PARTIES  HERETO,  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.                                               3  AmericasActive:14222527.3 





 






      Section 11.   Release  and  Waiver.  The  Loan  Parties  each  do  hereby  release  the Term  Administrative Agent and each of the Lenders and each of their officers, directors, employees, agents,  attorneys, personal representatives, successors, predecessors and assigns from all manner of actions, cause  and  causes  of  action,  suits,  deaths,  sums  of  money,  accounts,  reckonings,  bonds,  bills,  specialties,  covenants,  controversies,  agreements,  promises,  variances,  trespasses,  damages,  judgments,  executions,  claims and demands, whatsoever, in law or in equity, and particularly, without limiting the generality of  the foregoing, in connection with the Amended Credit Agreement and the other Loan Documents and any  agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan  Documents and the administration of the Amended Credit Agreement and the other Loan Documents, all  indebtedness,  obligations  and  liabilities  of  the  Loan  Parties  to  the  Term  Administrative  Agent  or  any  Lender and any agreements, documents and instruments relating to the Amended Credit Agreement and  the  other  Loan  Documents  (collectively,  the  “Claims”),  which  the  Loan  Parties  now  have  against  the  Term  Administrative  Agent  or  any  Lender  or  ever  had,  or  which  might  be  asserted  by  their  heirs,  executors, administrators, representatives, agents, successors, or assigns based on any Claims which exist  on  or  at  any time  prior  to  the  date  of  this  Amendment.   The  Loan  Parties  expressly  acknowledge  and  agree  that  they  have  been  advised  by  counsel  in  connection  with  this  Amendment  and  that  they  each  understand that this Section 11 constitutes a general release of the Term Administrative Agent and the  Lenders and that they each intend to be fully and legally bound by the same.  The Loan Parties further  expressly acknowledge and agree that this general release shall have full force and effect notwithstanding  the occurrence of a breach of the terms of this Amendment or an Event of Default or Default under the  Amended Credit Agreement.                                    [signature pages follow]                                               4  AmericasActive:14222527.3