rrtslcfeeletter






                                                               Execution Version                                   Elliott Associates, L.P.                               Elliott International, L.P.                                40 West 57th Street                             New York, New York 10019                                                                CONFIDENTIAL                                                                     August 2, 2019   Roadrunner Transportation Systems, Inc.  1431 Opus Place, Suite 530  Downers Grove, Illinois 60515  Attention: Terence R. Rogers, Chief Financial Officer  Email:  trogers@rrts.com                             RRTS - Elliott Letters of Credit                                    Fee Letter   Ladies and Gentlemen:          Reference  is  made  to (i) that  certain  Credit  Agreement dated as  of  February  28,  2019  (including  the  exhibits  and  other  attachments  thereto,  the  “ABL Credit  Agreement”) among  Roadrunner Transportation Systems, Inc., as a Borrower (“you” or “Roadrunner”), BMO Harris  Bank  N.A. (“BMO”),  as  Administrative  Agent  and  a  Lender,  the  Subsidiary  Guarantors  party  thereto and the other parties thereto and (ii) that certain Credit Agreement dated as of February  28,  2019 (including  the  exhibits  and  other  attachments  thereto,  the  “Term  Loan  Credit  Agreement”)  among Roadrunner,  as  a  borrower, BMO,  as  administrative  agent  and  a  lender,  Elliott  Associates,  L.P.  (“Elliott  Associates”),  as  a lender,  Elliott  International,  L.P.  (“Elliott  International”, and together with Elliott Associates, “we” or “us” or “Elliott”), as a lender, the  Subsidiary Guarantors party thereto and the other parties thereto.  Terms used but not defined in  this  letter  agreement  (this  “Fee  Letter”)  shall  have  the  meanings  assigned  thereto  in  the ABL  Credit Agreement.     1. Standby Letters of Credit          Elliott Associates and Elliott International have agreed to arrange for standby letters of  credit (the “Letters of Credit”) in an aggregate face amount of $20,000,000 (the “Face Amount”)  to support your obligations under the ABL Credit Agreement.     2.    Letter of Credit Fee          As consideration for our providing the Letters of Credit, you agree to pay (or cause to be  paid) to us (or one or more of our designated affiliates) a fee (the “Letter of Credit Fee”) on the  LC Amount, accruing from the date of issuance through the date of expiration (or if drawn, the  date of reimbursement by you of the LC Amount to us), at a rate equal to the LIBOR Rate for  such Interest Period plus 7.50%.  The Letter of Credit Fee shall be payable in kind on the last day    1005511453v7     





 






of each Interest Period applicable to the Letters of Credit by adding the amount then due to the  then outstanding LC Amount.          For purposes hereof:         “Interest Period” means, as to the Letters of Credit, (i) initially the period commencing on  the date of issuance of the Letters of Credit and ending on the date three months thereafter and  (ii) thereafter, the period commencing on the first  day of  each subsequent  Interest  Period and  ending three months thereafter; provided that: (a) any Interest Period that would otherwise end  on a day that is not a Business Day shall be extended to the next succeeding Business Day unless  such Business Day falls in another calendar month, in which case such Interest Period shall end  on the next preceding Business Day; and (b) any Interest Period that begins on the last Business  Day of a calendar month (or on a day for which there is no numerically corresponding day in the  calendar  month  at  the  end  of  such  Interest Period)  shall  end  on  the  last  Business  Day  of  the  calendar month at the end of such Interest Period.         “LC Amount” means the Face Amount, as increased by the amount of payment in kind  Letter of Credit Fee added to such amount on the last day of each Interest Period.   3. Reimbursement Obligations / Payment of Letter of Credit Fee in Cash         You  hereby  agree  that, if  all  or  any  portion  of  the  Letters  of  Credit  are  drawn, after  receipt of notice of any drawing under the Letters of Credit, you will reimburse us for the amount  of such draw and any taxes, fees, charges or other costs or expenses reasonably incurred by us in  connection  with  such draw, promptly upon  receipt  of  such  notice  (the  “Reimbursement  Payment”).         Further, you hereby agree that on the earlier of (x) in case the Letters of Credit are drawn  the date you make the Reimbursement Payment or (y) otherwise, the date of return of the Letters  of Credit to us, you will promptly pay to us in cash (the “Cash LC Fee Payment”) the amount of  the Letter Credit Fee previously added to the Face Amount as well as any Letter of Credit Fee  accrued but unpaid as of such date.           Notwithstanding  the  foregoing,  until  the  Payment  in  Full  of  the  obligations  under  the  ABL Credit Agreement and the Term Loan Credit Agreement, we acknowledge that neither the  Reimbursement Payment nor the Cash LC Fee Payment shall be required to be made to us except  to the extent permitted under Section 8.11(a)(vi) of the ABL Credit Agreement as in effect on the  date hereof.   4. Fees Generally         You  agree  that  once  paid,  the  fees  or  any  part  thereof  payable  hereunder will  not  be  refundable under any circumstances, except as otherwise expressly agreed in writing.  All fees  payable hereunder will be paid in immediately available funds.  All amounts payable under this  Fee  Letter  will  be  made  in  United  States  dollars  and, in  any  case  shall  not  be  subject  to  counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other  matter.                                       -2-  1005511453v7     





 






5. General          This Fee Letter may not be amended or waived except by an instrument in writing signed  by us and you.  This Fee Letter may not be assigned by you without our prior written consent  (such consent not to be unreasonably withheld or delayed) and any attempted assignment without  such  consent  shall  be  null  and  void.   This  Fee  Letter,  and  any  claim,  controversy  or  dispute  arising under or related to this Fee Letter, shall be governed by, and construed and interpreted in  accordance with, the laws of the State of New York without giving effect to its principles or rules  of conflicts of laws to the extent such principles or rules are not mandatorily applicable by statute  and would require or permit the application of laws of another jurisdiction.  Any right to trial by  jury with respect to any claim or action arising out of this Fee Letter or conduct in connection  with this Fee Letter is hereby waived.  This Fee Letter is intended to be solely for the benefit of  the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of,  any  person other than the parties  hereto.  This  Fee  Letter may be executed in  any number of  counterparts,  each  of  which  shall  be  an  original,  and  all  of  which,  when  taken  together,  shall  constitute one agreement.  Delivery of an executed signature page of this Fee Letter by facsimile  transmission or electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a  manually executed counterpart hereof.         You agree that this Fee Letter and its contents are subject to the confidentiality provisions  of  the Term  Loan Credit  Agreement and  that  such  provisions  survive  the  expiration  or  termination  of  the Term  Loan Credit  Agreement (including  any  extensions  thereof)  and  the  issuance of the Letters of Credit.                      [Remainder of this page intentionally left blank]                                         -3-  1005511453v7     





 






         If the foregoing correctly sets forth our understanding, please indicate your acceptance of  the terms hereof by returning to us an executed counterpart hereof, whereupon this Fee Letter  shall become a binding agreement between us.                                       Very truly yours,                                                                            Elliott Associates, L.P.                                                                                  Elliott Associates, L.P.                                            By: Elliott Capital Advisors, L.P., as general partner                                            By: Braxton Associates, Inc., as general partner                                                                            By:  /s/ Elliot Greenberg__________________                                           Name: Elliot Greenberg                                          Title: Vice President                                                                               Elliott International, L.P.                                                                                  Elliott International, L.P.                                            By: Hambledon, Inc., its General Partner                                            By: Elliott International Capital Advisors Inc., as attorney-in-fact                                                                            By:  /s/ Elliot Greenberg__________________                                           Name: Elliot Greenberg                                          Title: Vice President                              [Signature Page to Fee Letter]    





 






                                        Accepted and agreed to as of  the date first above written:   Roadrunner Transportation Systems, Inc.   By:  /s/ Terence R. Rogers                     Name: Terence R. Rogers     Title: Executive Vice President and Chief Financial Officer                                  [Signature Page to Fee Letter]