Supplement No 4 to the Guarantee and Collateral Agreement



 Exhibit 10.3 

Execution Version 
 SUPPLEMENT NO.
4 dated as of May 1, 2015 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of August 19, 2011 (the “Guarantee and Collateral Agreement”), among QUALITY DISTRIBUTION, INC., a Delaware
corporation (“Holdings”), QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower identified on Schedule I or otherwise identified herein as a party
(each, a “Subsidiary Party”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement referred to below, and as collateral agent (in
such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein). 
 A. Reference is made to the Amended
and Restated Credit Agreement dated as of November 3, 2014 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the lenders
party thereto from time to time, the Administrative Agent, the Collateral Agent, JPMorgan Chase Bank, N.A. and SunTrust Bank, as co-syndication agents, and Regions Bank as documentation agent. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and
the Guarantee and Collateral Agreement referred to therein. 
 C. The Pledgors have entered into the Guarantee and Collateral Agreement in
order to induce the Lenders to make Loans and each Issuing Bank to issue Letters of Credit. Section 9.16 of the Guarantee and Collateral Agreement provides that additional Subsidiaries may become Subsidiary Parties under the Guarantee and
Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Party under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and each Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made
and Letters of Credit previously issued. 
 Accordingly, the Administrative Agent, the Collateral Agent and the New Subsidiary agree as
follows: 
 SECTION 1. In accordance with Section 9.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature
below becomes a Subsidiary Party, a Guarantor and a Pledgor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Party, a Guarantor and a Pledgor, and the New Subsidiary hereby
(a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Subsidiary Party, a Guarantor and a Pledgor thereunder and (b) represents and warrants that the representations and warranties made
by it as a Guarantor and a Pledgor thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured
Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in and Lien on all the New Subsidiary’s right, title
and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Subsidiary Party”, a “Guarantor” or “Pledgor” in the Guarantee and Collateral
Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. 







 SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent, the Collateral
Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the
effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. 
 SECTION 3. This Agreement may be
executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. This Supplement shall become effective when (a) the Administrative Agent shall have
received a counterpart of this Supplement that bears the signature of the New Subsidiary and (b) each of the Administrative Agent and the Collateral Agent has executed a counterpart hereof. 

SECTION 4. Schedules I, II, III, IV, V, VI and VII to the Guarantee and Collateral Agreement are hereby amended by supplementing
such Schedules with the information for the New Subsidiary contained in Annexes A, B, C, D, E, F and G attached hereto. 

SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect. 

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. In the event any one or more of the provisions contained in this Supplement
should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired
thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions. 
 SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the
Guarantee and Collateral Agreement. 
 SECTION 9. The New Subsidiary agrees to reimburse each of the Administrative Agent and the Collateral
Agent for reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for each of the Administrative Agent and the Collateral Agent. 







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

			
	ESTHER STREET PROPERTIES, INC.
		
	By:	 	 /s/ Robin Cohan

		 	Name: Robin Cohan
		 	Title: Vice President and Corporate Controller
	
	BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Monirah J. Masud

		 	Name: Monirah J. Masud
		 	Title: SVP









 ANNEX A 

to Supplement No. 4 to the 

Guarantee and 
 Collateral Agreement

 LEGAL NAME; JURISDICTION OF FORMATION; CHIEF EXECUTIVE OFFICE; TYPE OF ORGANIZATION; WHETHER A REGISTERED ORGANIZATION; ORGANIZATIONAL
IDENTIFICATION NUMBER, IF ANY; 
 FEDERAL TAXPAYER IDENTIFICATION NUMBER 

 

													
	 Exact Legal Name
	  	Jurisdiction
of Formation	  	Location of Chief
Executive Office	  	Type of
Organization	  	Registered
Organization?	  	Organization
Identification
Number (or,
if none, so
indicate)	  	Federal
Taxpayer
Identification
Number
	 Esther Street Properties, Inc.
	  	Florida	  	100 Intermodal Dr.,
Chalmette, LA 70043	  	Corporation	  	Yes	  	P15000031616	  	47-3644761








 ANNEX B 

to Supplement No. 4 to the 

Guarantee and 
 Collateral Agreement

 PLEDGED SECURITIES OF THE NEW SUBSIDIARY 

Equity Interests 
  

															
	 Issuer
	  	Record Owners	  	Certificate
No.	 	  	Number of
Outstanding
Shares	 	  	Percent
Pledged	 
	 Esther Street Properties, Inc.
	  	Boasso America
Corporation	  	 	1	  	  	 	100	  	  	 	100.00	% 

 Debt Securities 

None. 







 ANNEX C 

to Supplement No. 4 to the 

Guarantee and 
 Collateral Agreement

 PATENTS, TRADEMARKS AND COPYRIGHTS 

None. 







 ANNEX D 

to Supplement No. 4 to the 

Guarantee and 
 Collateral Agreement

 FILING JURISDICTIONS 

Esther Street Properties, Inc.
                                Florida 







 ANNEX E 

to Supplement No. 4 to the 

Guarantee and 
 Collateral Agreement

 COMMERCIAL TORT CLAIMS 
 None. 







 ANNEX F 

to Supplement No. 4 to the Guarantee and 

Collateral Agreement 
 MATTERS
RELATING TO ACCOUNTS AND INVENTORY 
 None. 







 ANNEX G 

to Supplement No. 4 to the 

Guarantee and 
 Collateral Agreement

 TRANSPORTATION EQUIPMENT 

None.