First Supplemental Indenture



 Exhibit 4.24 
 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 1, 2012 among QC ENVIRONMENTAL SERVICES, INC., a North Dakota corporation, QC ENERGY RESOURCES NORTHWEST,
LLC, a Delaware limited liability company, QC ENERGY RESOURCES TEXAS, LLC, a Delaware limited liability company, QC ENERGY LOGISTICS, LLC, a Delaware limited liability company, and QUALITY BULK LOGISTICS, LLC, a Delaware limited liability company
(each, a “New Guarantor” and, collectively, the “New Guarantors”), the other Guarantors named in the signature pages hereto, QUALITY DISTRIBUTION, LLC, a Delaware limited liability company, and QD CAPITAL CORPORATION, a Delaware
corporation (together, the “Issuers”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee under the indenture referred to below (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS,
the Issuers and certain Guarantors named therein have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of November 3, 2010, providing for the
issuance of the Issuers’ Second-Priority Senior Secured Notes due 2018 ( the “Notes”), initially in the aggregate principal amount of $225,000,000; 
 WHEREAS, Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required to cause each New Guarantors to execute and deliver to the Trustee a supplemental indenture
pursuant to which such New Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; 

WHEREAS, Sections 9.01(a)(iv), (x) and (xii) of the Indenture provide, respectively, that the Issuers, the Guarantors and the Trustee may amend
the Indenture without the consent of the holders to (i) add a Guarantor with respect to the Notes pursuant to Section 4.11, (ii) surrender any right or power in the Indenture conferred upon the Issuers and (iii) make any change
that does not adversely affect the rights of any holder; 
 WHEREAS, the Issuers, the Guarantors, the New Guarantors and the Trustee are
authorized to execute and deliver this Supplemental Indenture; 
 WHEREAS, the Issuers have complied with all conditions precedent provided for
in the Indenture relating to this Supplemental Indenture; and 
 WHEREAS, the Issuers have requested that the Trustee execute and deliver this
Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Issuers, the Guarantors, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders”
in 

  
 1 








 
this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

2. Effectiveness. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Issuers and the Trustee.

 3. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all existing Guarantors and all other New Guarantors,
to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and
the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. 
 4. Amendments. Section 11.04 of the
Indenture is hereby amended by: 
 (i) in subsection (a) thereof, replacing the phrase “subject to subsections
(b) and (c) of this Section 11.04” with the phrase “subject to subsections (b), (c) and (d) of this Section 11.04”; and 
 (ii) adding the following new subsection (d) at the end thereof: 
 “ (d) Notwithstanding anything herein to the contrary, to the extent necessary in order that under Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933 (or any other law,
rule or regulation), any direct or indirect parent of QD LLC not be required to file separate financial statements of QD, LLC and/or its Subsidiaries with the SEC (or any other governmental agency), none of (i) the provisions of
Section 11.04(a) or (ii) the provisions of Article XII of this Indenture shall operate to release the Guarantee of any direct or indirect parent of QD LLC.” 
 5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 7. Trustee Makes No Representation. The Trustee makes no representation as to the validity
or sufficiency of this Supplemental Indenture. The recitals contained herein shall be taken as the statement of the Issuers, the Guarantors and the New Guarantors and the Trustee assumes no responsibility for their correctness. 

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. 

  
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 9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the
construction thereof. 
 10. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02
of the Indenture. 

  
 3 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written
above. 
  

			
	 QUALITY DISTRIBUTION, LLC,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QD CAPITAL CORPORATION,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 BOASSO AMERICA CORPORATION,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	 Name:
 Title:
	 	 Gary R. Enzor

CEO



  

			
	 CHEMICAL LEAMAN CORPORATION,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 ENVIROPOWER INC.,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 4 








 
			
	 QUALA SYSTEMS, INC.,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 POWER PURCHASING, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 AMERICAN TRANSINSURANCE GROUP, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 MEXICO INVESTMENTS, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 MTL OF NEVADA,
 as
a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 5 








 
			
	 QD RISK SERVICES, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QUALITY CARRIERS, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC DRY BULK, LLC,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY RESOURCES, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENVIRONMENTAL SERVICES, INC.
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 6 








 
			
	QC ENERGY RESOURCES NORTHWEST, LLC, as a Guarantor
		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY RESOURCES TEXAS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY LOGISTICS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QUALITY BULK LOGISTICS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 7 









			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 not in its individual capacity, but solely as Trustee

		
	By:	 	/s/ Melonee Young
	Name:	 	Melonee Young
	Title:	 	Vice President


  
 8 








 OFFICER’S CERTIFICATE 

August 1, 2012 
 This Officer’s Certificate is delivered pursuant to the Indenture, dated as of November 3, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the
“Indenture”), among Quality Distribution, LLC, a Delaware limited liability company (the “Company”), QD Capital Corporation, a Delaware corporation (together with the Company, the “Issuers”), the
guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), relating to the 9.875% Second-Priority Senior Secured Notes due 2018 of the Issuers.
Reference is hereby made to (i) the Second Supplemental Indenture, of even date herewith (the “Supplemental Indenture”), among the Issuers, QC Environmental Services, Inc., a North Dakota corporation, QC Energy Resources
Northwest, LLC, a Delaware limited liability company, QC Energy Resources Texas, LLC, a Delaware limited liability company, QC Energy Logistics, LLC, a Delaware limited liability company and Quality Bulk Logistics, LLC, a Delaware limited liability
company (each, an “Additional Guarantor” and, collectively, the “Additional Guarantors”), the other Guarantors and the Trustee, in the form attached here to as Exhibit A, (ii) Supplement No. 2 to
the Collateral Agreement dated as of the date hereof (“Supplement No.2”), between the Additional Guarantors and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent and (iii) the Acknowledgement to the
Intercreditor Agreement dated as of the date hereof by the Additional Guarantors, Bank of America, N.A., as Intercreditor Agent, and the Trustee, as Second Priority Agent (the “Acknowledgement” and, together with the Supplemental
Indenture and Supplement No.2, the “Transaction Documents”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture 

The Issuers hereby request the Trustee to execute and deliver the Transaction Documents on the date hereof. 

The undersigned officer of the Issuers, in his or her capacity as such and not in his or her individual capacity, hereby certifies on
behalf of the Issuers as follows: 
  

	 	1.	He or she has read all of the covenants and conditions of the Indenture and the related definitions (including, but not limited to, Sections 4.11, 9.01, 9.06, 13.04 and
13.05 of the Indenture) with respect to the execution and delivery of the Transaction Documents by the Trustee. 

  

	 	2.	The statements made in this Officer’s Certificate are based upon an examination and investigation of the provisions of the Indenture and each of the other
documents, certificates and corporate or other records that he or she considered appropriate. 

  

	 	3.	 He or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether the covenants
and conditions precedent, if any, under the Indenture with respect to the execution and delivery of the Transaction Documents by the Trustee have been complied with, whether the











	 	
amendments to the Indenture set forth in the Supplemental Indenture are authorized or permitted by the Indenture and whether the Transaction Documents are the legal, valid and binding obligation
of the Issuers and the Guarantors enforceable against them in accordance with their terms and comply with the provisions of the Indenture (including Section 9.03). 


 

	 	5.	In the opinion of the undersigned, such covenants and conditions precedent under the Indenture with respect to the execution and delivery of the Supplemental Indenture
Documents by the Trustee have been complied with, the amendments to the Indenture set forth in the Supplemental Indenture are authorized or permitted by the Indenture and the Transaction Documents are the legal, valid and binding obligation of the
Issuers and the Guarantors enforceable against them in accordance with their terms and comply with the provisions of the Indenture (including Section 9.03). 

 As to various questions of law relevant to the certification listed above in paragraph 5, each of the undersigned has relied upon the opinion of O’Melveny & Meyers LLP, special counsel to
the Issuers, delivered concurrently herewith. 







 IN WITNESS WHEREOF, the undersigned have duly executed this Officer’s Certificate as of the date first
written above. 
  

			
	 QUALITY DISTRIBUTION, LLC,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QD CAPITAL CORPORATION,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO









 Exhibit A 
 Second Supplemental Indenture 
 (attached) 







 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 1, 2012
among QC ENVIRONMENTAL SERVICES, INC., a North Dakota corporation, QC ENERGY RESOURCES NORTHWEST, LLC, a Delaware limited liability company, QC ENERGY RESOURCES TEXAS, LLC, a Delaware limited liability company, QC ENERGY LOGISTICS, LLC, a Delaware
limited liability company, and QUALITY BULK LOGISTICS, LLC, a Delaware limited liability company (each, a “New Guarantor” and, collectively, the “New Guarantors”), the other Guarantors named in the signature pages hereto, QUALITY
DISTRIBUTION, LLC, a Delaware limited liability company, and QD CAPITAL CORPORATION, a Delaware corporation (together, the “Issuers”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee under
the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Issuers and certain Guarantors named therein have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or
otherwise modified, the “Indenture”) dated as of November 3, 2010, providing for the issuance of the Issuers’ Second-Priority Senior Secured Notes due 2018 ( the “Notes”), initially in the aggregate principal amount of
$225,000,000; 
 WHEREAS, Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required to cause each
New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such New Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Guarantee on the
terms and conditions set forth herein; 
 WHEREAS, Sections 9.01(a)(iv), (x) and (xii) of the Indenture provide, respectively, that
the Issuers, the Guarantors and the Trustee may amend the Indenture without the consent of the holders to (i) add a Guarantor with respect to the Notes pursuant to Section 4.11, (ii) surrender any right or power in the Indenture
conferred upon the Issuers and (iii) make any change that does not adversely affect the rights of any holder; 
 WHEREAS, the Issuers, the
Guarantors, the New Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture; 
 WHEREAS, the Issuers have
complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture; and 
 WHEREAS, the Issuers have
requested that the Trustee execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “holders” in 

  
 1 








 
this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

2. Effectiveness. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Issuers and the Trustee.

 3. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all existing Guarantors and all other New Guarantors,
to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and
the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. 
 4. Amendments. Section 11.04 of the
Indenture is hereby amended by: 
 (i) in subsection (a) thereof, replacing the phrase “subject to subsections
(b) and (c) of this Section 11.04” with the phrase “subject to subsections (b), (c) and (d) of this Section 11.04”; and 
 (ii) adding the following new subsection (d) at the end thereof: 
 “ (d) Notwithstanding anything herein to the contrary, to the extent necessary in order that under Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933 (or any other law,
rule or regulation), any direct or indirect parent of QD LLC not be required to file separate financial statements of QD, LLC and/or its Subsidiaries with the SEC (or any other governmental agency), none of (i) the provisions of
Section 11.04(a) or (ii) the provisions of Article XII of this Indenture shall operate to release the Guarantee of any direct or indirect parent of QD LLC.” 
 5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 7. Trustee Makes No Representation. The Trustee makes no representation as to the validity
or sufficiency of this Supplemental Indenture. The recitals contained herein shall be taken as the statement of the Issuers, the Guarantors and the New Guarantors and the Trustee assumes no responsibility for their correctness. 

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. 

  
 2 








 9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the
construction thereof. 
 10. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02
of the Indenture. 

  
 3 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written
above. 
  

			
	 QUALITY DISTRIBUTION, LLC,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QD CAPITAL CORPORATION,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 BOASSO AMERICA CORPORATION,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 CHEMICAL LEAMAN CORPORATION,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 ENVIROPOWER INC.,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 4 








 
			
	 QUALA SYSTEMS, INC.,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 POWER PURCHASING, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 AMERICAN TRANSINSURANCE
 GROUP, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 MEXICO INVESTMENTS, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 MTL OF NEVADA,
 as
a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 5 








 
			
	 QD RISK SERVICES, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QUALITY CARRIERS, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC DRY BULK, LLC,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY RESOURCES, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENVIRONMENTAL SERVICES, INC.
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 6 








 
			
	 QC ENERGY RESOURCES

NORTHWEST, LLC,
 as a
Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY RESOURCES TEXAS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY LOGISTICS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QUALITY BULK LOGISTICS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 7 









			
	 THE BANK OF NEW YORK MELLON
     TRUST COMPANY, N.A.,
 not in its individual capacity, but solely as
Trustee

		
	By:	 	/s/ Melonee Young
	Name:	 	Melonee Young
	Title:	 	Vice President


  
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	 BEIJING

BRUSSELS
 CENTURY CITY

HONG KONG
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LONDON
 LOS ANGELES
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 7 Times Square
 New York, New York 10036

 
 TELEPHONE (212) 326-2000

FACSIMILE (212) 326-2061
 www.omm.com
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 SAN FRANCISCO
 SHANGHAI

SILICON VALLEY

SINGAPORE

TOKYO

WASHINGTON, D.C.


 August 1, 2012 
  

The Bank of New York Mellon Trust Company, N.A. 

10161 Centurion Parkway 
 Jacksonville, FL 32256

 Attention: Corporate Trust Administration 
  

	 	Re:	Quality Distribution, LLC/QD Capital Corporation 

 Ladies and Gentlemen: 
 We have acted as special counsel to Quality Distribution,
LLC, a Delaware limited liability company (“Quality Distribution”), QD Capital Corporation, a Delaware corporation (“QD Capital,” and together with Quality Distribution, the “Issuers”). We are
providing this opinion to you at the request of the Issuers pursuant to the Indenture, dated as of November 3, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the
Issuers, the guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), relating to the 9.875% Second-Priority Senior Secured Notes due 2018 of the
Issuers. Reference is hereby made to (i) the Second Supplemental Indenture, of even date herewith (the “Supplemental Indenture”), among the Issuers, QC Environmental Services, Inc., a North Dakota corporation, QC Energy
Resources Northwest, LLC, a Delaware limited liability company, QC Energy Resources Texas, LLC, a Delaware limited liability company, QC Energy Logistics, LLC, a Delaware limited liability company, and Quality Bulk Logistics, LLC, a Delaware limited
liability company (each, an “Additional Guarantor” and, collectively, the “Additional Guarantors”), the other Guarantors and the Trustee, in the form attached here to as Exhibit A, (ii) Supplement
No. 2 to the Collateral Agreement dated as of the date hereof (“Supplement No. 2”), between the Additional Guarantors and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent and (iii) the
Acknowledgement to the Intercreditor Agreement dated as of the date hereof by the Additional Guarantor, Bank of America, N.A., as Intercreditor Agent, and the Trustee, as Second Priority Agent (the “Acknowledgment” and, together
with the Supplemental Indenture and Supplement No. 2, the “Transaction Documents”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture. 

In our capacity as such counsel, we have examined originals, or copies identified to our satisfaction, of those corporate and other
records and documents we considered appropriate. 
 As to relevant factual matters, we have relied upon, among other things, the
factual representations in the Officer’s Certificate delivered to you today by the Issuers (the “Officer’s Certificate”) in the form attached hereto as Exhibit B. In addition, we have assumed, without
independent investigation, the accuracy of the factual statements made in the Officer’s Certificate. 

  
 † In association with
Tumbuan & Partners 








 O’MELVENY & MYERS LLP

 The Bank of New York Mellon Trust Company 
 August 1, 2012 
 Page 2 
  
 We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as
originals and the conformity with originals of all documents submitted to us as copies. In addition, we assume that you have received the Officer’s Certificate and the Officer’s Certificate is reasonably satisfactory to you. 

In connection with our opinion, (i) we have read (a) the conditions precedent and the related definitions in the Indenture,
including, but not limited to, those set forth in Sections 4.11, 9.01, 9.03, 9.06, 13.04 and 13.05, (b) the Collateral Agreement dated as of November 3, 2010, among the Issuers, the other pledgors party thereto, and The Bank of New York
Mellon Trust Company, N.A., as Collateral Agent and (c) the Officer’s Certificate delivered to you pursuant to Sections 9.06, 13.04 and 13.05 of the Indenture (the “Officer’s Certificate”), a copy of which is attached
to this opinion letter as Exhibit B, (ii) the nature and scope of the examination and investigation upon which such opinion is based included an examination of the Indenture, including the sections of the Indenture referred to above, and
(iii) we believe that we have made such investigation and examination as is reasonably necessary to enable us to express the informed opinion set forth below. 
 As to relevant factual matters, we have, with your consent, relied upon, oral or written statements and representations of officers of the Issuers and Guarantors. We have not independently verified such
factual matters. 
 We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as
originals and the conformity with originals of all documents submitted to us as copies. To the extent the obligations of the Issuers and the Guarantors depend on the enforceability of the Transaction Documents against the other parties thereto, we
have assumed that the Transaction Documents are enforceable against such other parties. 
 On the basis of such examination, our
reliance upon the assumptions stated in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that: 

1. All covenants and conditions precedent under the Indenture with respect to the execution and delivery of the Transaction Documents by
the Issuers, the Guarantors and the Trustee have been complied with (including Section 9.03 of the Indenture), the execution and delivery of the Transaction Documents by the Issuers, the Guarantors and the Trustee are permitted by the Indenture
and the amendments to the Indenture set forth in the Supplemental Indenture are authorized or permitted by the Indenture. 
 2.
The Transaction Documents (i) are the legal, valid and binding obligation of the Issuers and the Guarantors, enforceable against them in accordance with their terms, except as 







 O’MELVENY & MYERS LLP

 The Bank of New York Mellon Trust Company 
 August 1, 2012 
 Page 3 
  
 
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent
conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law and possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights and (ii) comply with the provisions of the Indenture (including
Section 9.03). 
 The opinions as expressed herein are subject to the following qualifications: 

(a) Our opinion in paragraph 2(i) above as to the enforceability of the Transaction Documents is subject to: (i) public policy
considerations, statutes or court decisions that may limit the rights of a party to obtain indemnification against its own gross negligence, willful misconduct or unlawful conduct; (ii) the unenforceability under certain circumstances of
broadly or vaguely stated waivers or waivers of rights granted by law where the waivers are against public policy or prohibited by law; (iii) the unenforceability under certain circumstances of provisions imposing penalties, liquidated damages
or other economic remedies; and (iv) the unenforceability under certain circumstances of provisions appointing one party as trustee for an adverse party or provisions for the appointment of a receiver. 

(b) We express no opinion as to any provision of the Transaction Documents insofar as it purports to grant a right of setoff in respect
of any Issuer’s or Guarantor’s assets to any person other than a creditor of such Issuer or Guarantor. 
 (c) We
advise you that any provision of the Transaction Documents that provides for exclusive or non-exclusive jurisdiction of the courts of a particular state and federal courts sitting in that state may not be binding on the courts in the forum(s)
selected or excluded. 
 The law covered by this opinion is limited to the present law of the State of New York and the present
Trust Indenture Act of 1939. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local
authority of any jurisdiction. 
 This opinion is furnished by us as counsel for the Issuers and may be relied upon by you, as
Trustee, only in connection with the execution and delivery of the Transaction Documents and related matters. It may not be used or relied upon by you for any other purpose or by any other person, nor may copies be delivered to any other person
without in each instance our prior written consent. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or
supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws. 

 

	
	Very truly yours,
	
	O’Melveny & Myers LLP
	









 Exhibit A 
 Second Supplemental Indenture 







 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 1, 2012
among QC ENVIRONMENTAL SERVICES, INC., a North Dakota corporation, QC ENERGY RESOURCES NORTHWEST, LLC, a Delaware limited liability company, QC ENERGY RESOURCES TEXAS, LLC, a Delaware limited liability company, QC ENERGY LOGISTICS, LLC, a Delaware
limited liability company, and QUALITY BULK LOGISTICS, LLC, a Delaware limited liability company (each, a “New Guarantor” and, collectively, the “New Guarantors”), the other Guarantors named in the signature pages hereto, QUALITY
DISTRIBUTION, LLC, a Delaware limited liability company, and QD CAPITAL CORPORATION, a Delaware corporation (together, the “Issuers”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee under
the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H : 

WHEREAS, the Issuers and certain Guarantors named therein have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or
otherwise modified, the “Indenture”) dated as of November 3, 2010, providing for the issuance of the Issuers’ Second-Priority Senior Secured Notes due 2018 (the “Notes”), initially in the aggregate principal amount of
$225,000,000; 
 WHEREAS, Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required to cause each
New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such New Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Guarantee on the
terms and conditions set forth herein; 
 WHEREAS, Sections 9.01(a)(iv), (x) and (xii) of the Indenture provide, respectively, that
the Issuers, the Guarantors and the Trustee may amend the Indenture without the consent of the holders to (i) add a Guarantor with respect to the Notes pursuant to Section 4.11, (ii) surrender any right or power in the Indenture
conferred upon the Issuers and (iii) make any change that does not adversely affect the rights of any holder; 
 WHEREAS, the Issuers, the
Guarantors, the New Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture; 
 WHEREAS, the Issuers have
complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture; and 
 WHEREAS, the Issuers have
requested that the Trustee execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “holders” in 

  
 1 








 
this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

2. Effectiveness. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Issuers and the Trustee.

 3. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all existing Guarantors and all other New Guarantors,
to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and
the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. 
 4. Amendments. Section 11.04 of the
Indenture is hereby amended by: 
 (i) in subsection (a) thereof, replacing the phrase “subject to subsections
(b) and (c) of this Section 11.04” with the phrase “subject to subsections (b), (c) and (d) of this Section 11.04”; and 
 (ii) adding the following new subsection (d) at the end thereof: 
 “ (d) Notwithstanding anything herein to the contrary, to the extent necessary in order that under Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933 (or any other law,
rule or regulation), any direct or indirect parent of QD LLC not be required to file separate financial statements of QD, LLC and/or its Subsidiaries with the SEC (or any other governmental agency), none of (i) the provisions of
Section 11.04(a) or (ii) the provisions of Article XII of this Indenture shall operate to release the Guarantee of any direct or indirect parent of QD LLC.” 
 5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 7. Trustee Makes No Representation. The Trustee makes no representation as to the validity
or sufficiency of this Supplemental Indenture. The recitals contained herein shall be taken as the statement of the Issuers, the Guarantors and the New Guarantors and the Trustee assumes no responsibility for their correctness. 

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. 

  
 2 








 9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the
construction thereof. 
 10. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02
of the Indenture. 

  
 3 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written
above. 
  

			
	 QUALITY DISTRIBUTION, LLC,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name: Gary R. Enzor
	Title: CEO


  

			
	 QD CAPITAL CORPORATION,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name: Gary R. Enzor
	Title: CEO


  

			
	 BOASSO AMERICA CORPORATION,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name: Gary R. Enzor
	Title: CEO
	


  

			
	 CHEMICAL LEAMAN CORPORATION,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name: Gary R. Enzor
	Title: CEO


  

			
	 ENVIROPOWER INC.,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name: Gary R. Enzor
	Title: CEO



  
 4 








 
			
	 QUALA SYSTEMS, INC.,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 POWER PURCHASING, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	AMERICAN TRANSINSURANCE GROUP, INC., as a Guarantor
		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 MEXICO INVESTMENTS, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 MTL OF NEVADA,
 as
a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 5 








 
			
	 QD RISK SERVICES, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QUALITY CARRIERS, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC DRY BULK, LLC,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY RESOURCES, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENVIRONMENTAL SERVICES, INC.
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 6 








 
			
	 QC ENERGY RESOURCES

NORTHWEST, LLC,
 as a
Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title	 	CEO


  

			
	 QC ENERGY RESOURCES TEXAS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title	 	CEO


  

			
	 QC ENERGY LOGISTICS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title	 	CEO


  

			
	 QUALITY BULK LOGISTICS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title	 	CEO



  
 7 









			
	 THE BANK OF NEW YORK MELLON
 TRUST COMPANY, N.A.,
 not in its individual capacity, but solely as Trustee

		
	By:	 	/s/ Melonee Young
	Name:	 	Melonee Young
	Title:	 	Vice President


  
 8 








 Exhibit B 
 Officer’s Certificate 







 OFFICER’S CERTIFICATE 

August 1, 2012 
 This Officer’s Certificate is delivered pursuant to the Indenture, dated as of November 3, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the
“Indenture”), among Quality Distribution, LLC, a Delaware limited liability company (the “Company”), QD Capital Corporation, a Delaware corporation (together with the Company, the “Issuers”), the
guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), relating to the 9.875% Second-Priority Senior Secured Notes due 2018 of the Issuers.
Reference is hereby made to (i) the Second Supplemental Indenture, of even date herewith (the “Supplemental Indenture”), among the Issuers, QC Environmental Services, Inc., a North Dakota corporation, QC Energy Resources
Northwest, LLC, a Delaware limited liability company, QC Energy Resources Texas, LLC, a Delaware limited liability company, QC Energy Logistics, LLC, a Delaware limited liability company and Quality Bulk Logistics, LLC, a Delaware limited liability
company (each, an “Additional Guarantor” and, collectively, the “Additional Guarantors”), the other Guarantors and the Trustee, in the form attached here to as Exhibit A, (ii) Supplement No. 2 to
the Collateral Agreement dated as of the date hereof (“Supplement No.2”), between the Additional Guarantors and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent and (iii) the Acknowledgement to the
Intercreditor Agreement dated as of the date hereof by the Additional Guarantors, Bank of America, N.A., as Intercreditor Agent, and the Trustee, as Second Priority Agent (the “Acknowledgement” and, together with the Supplemental
Indenture and Supplement No.2, the “Transaction Documents”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture 

The Issuers hereby request the Trustee to execute and deliver the Transaction Documents on the date hereof. 

The undersigned officer of the Issuers, in his or her capacity as such and not in his or her individual capacity, hereby certifies on
behalf of the Issuers as follows: 
  

	 	1.	He or she has read all of the covenants and conditions of the Indenture and the related definitions (including, but not limited to, Sections 4.11, 9.01, 9.06, 13.04 and
13.05 of the Indenture) with respect to the execution and delivery of the Transaction Documents by the Trustee. 

  

	 	2.	The statements made in this Officer’s Certificate are based upon an examination and investigation of the provisions of the Indenture and each of the other
documents, certificates and corporate or other records that he or she considered appropriate. 

  

	 	3.	 He or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether the covenants
and conditions precedent, if any, under the Indenture with respect to the execution and delivery of the Transaction Documents by the Trustee have been complied with, whether the











	 	
amendments to the Indenture set forth in the Supplemental Indenture are authorized or permitted by the Indenture and whether the Transaction Documents are the legal, valid and binding obligation
of the Issuers and the Guarantors enforceable against them in accordance with their terms and comply with the provisions of the Indenture (including Section 9.03). 


 

	 	5.	In the opinion of the undersigned, such covenants and conditions precedent under the Indenture with respect to the execution and delivery of the Supplemental Indenture
Documents by the Trustee have been complied with, the amendments to the Indenture set forth in the Supplemental Indenture are authorized or permitted by the Indenture and the Transaction Documents are the legal, valid and binding obligation of the
Issuers and the Guarantors enforceable against them in accordance with their terms and comply with the provisions of the Indenture (including Section 9.03). 

 As to various questions of law relevant to the certification listed above in paragraph 5, each of the undersigned has relied upon the opinion of O’Melveny & Meyers LLP, special counsel to
the Issuers, delivered concurrently herewith. 







 IN WITNESS WHEREOF, the undersigned have duly executed this Officer’s Certificate as of the date first
written above. 
  

			
	 QUALITY DISTRIBUTION, LLC,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title	 	CEO


  

			
	 QD CAPITAL CORPORATION,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title	 	CEO









 Exhibit A 
 Second Supplemental Indenture 
 (attached) 







 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 1, 2012
among QC ENVIRONMENTAL SERVICES, INC., a North Dakota corporation, QC ENERGY RESOURCES NORTHWEST, LLC, a Delaware limited liability company, QC ENERGY RESOURCES TEXAS, LLC, a Delaware limited liability company, QC ENERGY LOGISTICS, LLC, a Delaware
limited liability company, and QUALITY BULK LOGISTICS, LLC, a Delaware limited liability company (each, a “New Guarantor” and, collectively, the “New Guarantors”), the other Guarantors named in the signature pages hereto, QUALITY
DISTRIBUTION, LLC, a Delaware limited liability company, and QD CAPITAL CORPORATION, a Delaware corporation (together, the “Issuers”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee under
the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Issuers and certain Guarantors named therein have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or
otherwise modified, the “Indenture”) dated as of November 3, 2010, providing for the issuance of the Issuers’ Second-Priority Senior Secured Notes due 2018 (the “Notes”), initially in the aggregate principal amount of
$225,000,000; 
 WHEREAS, Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required to cause each
New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such New Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Guarantee on the
terms and conditions set forth herein; 
 WHEREAS, Sections 9.01(a)(iv), (x) and (xii) of the Indenture provide, respectively, that
the Issuers, the Guarantors and the Trustee may amend the Indenture without the consent of the holders to (i) add a Guarantor with respect to the Notes pursuant to Section 4.11, (ii) surrender any right or power in the Indenture
conferred upon the Issuers and (iii) make any change that does not adversely affect the rights of any holder; 
 WHEREAS, the Issuers, the
Guarantors, the New Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture; 
 WHEREAS, the Issuers have
complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture; and 
 WHEREAS, the Issuers have
requested that the Trustee execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “holders” in 

  
 1 








 this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the
Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole
and not to any particular section hereof. 
 2. Effectiveness. This Supplemental Indenture shall become effective immediately upon its execution
and delivery by the Issuers and the Trustee. 
 3. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all
existing Guarantors and all other New Guarantors, to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by
all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. 
 4. Amendments. Section 11.04 of the Indenture is hereby amended by: 
 (i) in
subsection (a) thereof, replacing the phrase “subject to subsections (b) and (c) of this Section 11.04” with the phrase “subject to subsections (b), (c) and (d) of this Section 11.04”; and

 (ii) adding the following new subsection (d) at the end thereof: 

“ (d) Notwithstanding anything herein to the contrary, to the extent necessary in order that under Rule 3-10 or
Rule 3-16 of Regulation S-X under the Securities Act of 1933 (or any other law, rule or regulation), any direct or indirect parent of QD LLC not be required to file separate financial statements of QD, LLC and/or its Subsidiaries with the SEC (or
any other governmental agency), none of (i) the provisions of Section 11.04(a) or (ii) the provisions of Article XII of this Indenture shall operate to release the Guarantee of any direct or indirect parent of QD LLC.”

 5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. 
 6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 7. Trustee Makes No Representation. The
Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals contained herein shall be taken as the statement of the Issuers, the Guarantors and the New Guarantors and the Trustee assumes no
responsibility for their correctness. 
 8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. 

  
 2 








 9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the
construction thereof. 
 10. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02
of the Indenture. 

  
 3 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written
above. 
  

			
	 QUALITY DISTRIBUTION, LLC,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QD CAPITAL CORPORATION,
 as an Issuer

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 BOASSO AMERICA CORPORATION,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 CHEMICAL LEAMAN CORPORATION,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 ENVIROPOWER INC.,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 4 








 
			
	 QUALA SYSTEMS, INC.,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 POWER PURCHASING, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	AMERICAN TRANSINSURANCE GROUP, INC., as a Guarantor
		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 MEXICO INVESTMENTS, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 MTL OF NEVADA,
 as
a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 5 








 
			
	 QD RISK SERVICES, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QUALITY CARRIERS, INC.,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC DRY BULK, LLC,

as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY RESOURCES, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENVIRONMENTAL SERVICES, INC.
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 6 








 
			
	 QC ENERGY RESOURCES NORTHWEST, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY RESOURCES TEXAS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QC ENERGY LOGISTICS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	 QUALITY BULK LOGISTICS, LLC,
 as a Guarantor

		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 7 









			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 not in its individual capacity, but solely as Trustee

		
	By:	 	/s/ Melonee Young
	Name:	 	Melonee Young
	Title:	 	Vice President


  
 8 








 SUPPLEMENT NO. 2 dated as of August 1, 2012 (this “Supplement”), to
the Collateral Agreement dated as of November 3, 2010 (the “Collateral Agreement”), among QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (“QD LLC”), QD CAPITAL CORPORATION, a Delaware
Corporation (together with QD LLC, the “Issuers”), QUALITY DISTRIBUTION, INC., each Subsidiary of QD LLC identified on Schedule I thereto or otherwise identified herein as a party (each, a “Subsidiary Pledgor” and
collectively, the “Subsidiary Pledgors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). 

A. Reference is made to the Indenture dated as of November 3, 2010 (as amended, restated, supplemented, waived or otherwise modified
from time to time, the “Indenture”), among the Issuers, Holdings, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”). 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture and the
Collateral Agreement. 
 C. The Pledgors have entered into the Collateral Agreement in order to induce to induce the Trustee to
enter into the Indenture, and to induce the Holders of the Notes to purchase the Notes. Section 9.16 of the Collateral Agreement provides that additional Subsidiaries may become Subsidiary Pledgors under the Collateral Agreement by execution
and delivery of an instrument in the form of this Supplement. Each undersigned Subsidiary (each, a “New Subsidiary” and, collectively, the “New Subsidiaries”) is executing this Supplement in accordance with the
requirements of the Indenture to become a Subsidiary Pledgor under the Collateral Agreement as consideration for the entry by the Trustee into the Indenture and the purchase of the Notes by the Holders. 

Accordingly, the Collateral Agent and each New Subsidiary agree as follows: 

SECTION 1. In accordance with Section 9.16 of the Collateral Agreement, each New Subsidiary by its signature below becomes a
Subsidiary Pledgor under the Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Pledgor, and each New Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement
applicable to it as a Subsidiary Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct, in all material respects, on and as of the date hereof. In
furtherance of the foregoing, each New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the 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 such New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Collateral Agreement) of such New Subsidiary. Each reference to a “Subsidiary
Pledgor” or “Pledgor” in the Collateral Agreement shall be deemed to include the New Subsidiary. The Collateral Agreement is hereby incorporated herein by reference. 

SECTION 2. Each New Subsidiary represents and warrants to 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 Collateral Agent shall have received a counterpart of this Supplement that bears the signature of each New Subsidiary and (b) the
Collateral Agent has executed a counterpart hereof. 
 SECTION 4. Schedules I, II, III, IV, V and VI and to the Collateral
Agreement are hereby amended by supplementing such Schedules with the information for the New Subsidiaries contained in Annexes A, B, C, D, E and F attached hereto. 
 SECTION 5. Except as expressly supplemented hereby, the 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 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 Collateral
Agreement. 
 SECTION 9. Each New Subsidiary agrees to reimburse 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 the Collateral Agent. 
 SECTION 10. The recitals contained herein shall be taken as the statements of the New Subsidiaries, and the Collateral Agent assumes no responsibility for their correctness. The Collateral Agent makes no
representations as to the validity or sufficiency of this Supplement. 

  
 Page 2









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

			
	QC ENVIRONMENTAL SERVICES, INC.
		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	QC ENERGY RESOURCES NORTHWEST, LLC
		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	QC ENERGY RESOURCES TEXAS, LLC
		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	QC ENERGY LOGISTICS, LLC
		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO


  

			
	QUALITY BULK LOGISTICS, LLC
		
	By:	 	/s/ Gary R. Enzor
	Name:	 	Gary R. Enzor
	Title:	 	CEO



  
 Page 3









 ANNEX A  
 to Supplement No. 2 to the 
 Collateral Agreement 

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

 

											
	 [ILLEGIBLE]
	  	 Location of

Chief Executive Office
	  	 Type of Organization
	  	Registered Organization?	  	Organization
Identification
Number (or,
if none, so
indicate)	  	Federal Taxpayer
Identification Number
	 [ILLEGIBLE]
	  	4041 Park Oaks Blvd.,Ste 200 Tampa, Florida 33610	  	Corporation	  	Yes	  	31,519,000	  	45-5321615
	 [ILLEGIBLE]
	  	4041 Park Oaks Blvd.,Ste 200 Tampa, Florida 33610	  	Limited Liability Compary	  	Yes	  	5068899	  	45-3853313
	 [ILLEGIBLE]
	  	 4041 Park Oaks BIvd.,Ste 200

Tampa, Florida 33610
	  	Limited Liability Company	  	Yes	  	5091658	  	35-2433295
	 [ILLEGIBLE]
	  	4041 Park Oaks Blvd.,Ste 200 Tampa, Florida 33610	  	Limited Liability Company	  	Yes	  	5189738	  	Not yet applied for.
	 [ILLEGIBLE]
	  	4041 Park Oaks BlvD.,Ste 200 Tampa, Florida 33610	  	Limited Liability Company	  	Yes	  	5189735	  	Not yet applied for.


  








 ANNEX B 
 to Supplement No. 2 to the 
 Collateral Agreement 

PLEDGED SECURITIES OF THE NEW SUBSIDIARIES 
 Equity Interests 
 None. 

Debt Securities 
 None.


  








 ANNEX C  
 to Supplement No. 2 to the 
 Collateral Agreement 

PATENTS, TRADEMARKS AND COPYRIGHTS 
 None. 

  








 ANNEX D  
 to Supplement No. 2 to the 
 Collateral Agreement 

FILING JURISDICTIONS 
  

			
		
	QC Environmental Services, Inc.	  	North Dakota
		
	QC Energy Resources Northwest, LLC	  	Delaware
		
	QC Energy Resources Texas, LLC	  	Delaware
		
	QC Energy Logistics, LLC	  	Delaware
		
	Quality Bulk Logistics, LLC	  	Delaware


  








 ANNEX E  
 to Supplement No. 2 to the 
 Collateral Agreement 

COMMERCIAL TORT CLAIMS 

None. 







 ANNEX F  
 to Supplement No. 2 to the 
 Collateral Agreement 

MATTERS RELATING TO ACCOUNTS AND INVENTORY 
 None. 







 ANNEX G  
 to Supplement No. 2 to the 
 Collateral Agreement 

TRANSPORTATION EQUIPMENT 

None. 







 ACKNOWLEDGEMENT OF INTERCREDITOR AGREEMENT 

This Acknowledgement of Intercreditor Agreement (this “Acknowledgement”) dated as of August 1, 2012 by the
undersigned is made in reference to the Intercreditor Agreement, dated as of November 3, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America,
N.A., as Intercreditor Agent, and The Bank of New York Mellon Trust Company, N.A., as Second Priority Agent. 
 Reference is
also made to (i) the Credit Agreement dated as of August 19, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Quality Distribution, LLC, (the
“Company”), Quality Distribution, Inc. (“Holdings”), Bank of America, N.A., as administrative and collateral agent, and the lenders and other agents party thereto and (ii) the Indenture, dated as of
November 3, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, QD Capital Corporation, a Delaware corporation, (together with the Company, the
“Issuers”), the guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 9.875% Second-Priority Senior Secured Notes due 2018 of the Issuers. 

Capitalized terms used in this Acknowledgement and not otherwise defined herein shall have the meanings set forth in the Intercreditor
Agreement. 
 Each of the undersigned Loan Parties (each, a “Grantor”) consents to the terms of the
Intercreditor Agreement. Each Grantor agrees not to take any action that would be contrary to the provisions of the Intercreditor Agreement and agrees that, except as otherwise provided therein, including with respect to those provisions of which
the Company is an intended third party beneficiary, no Second Priority Agent, First Lien Agent, Senior Lender or Second Priority Secured Party shall have any liability to the Grantor for acting in accordance with the provisions of the Intercreditor
Agreement, the Credit Agreement, the Indenture and other collateral, security and credit documents referred to therein. Each Grantor understands that it is not an intended beneficiary or third party beneficiary of the Intercreditor Agreement except
that it is an intended beneficiary and third party beneficiary thereof with the right and power to enforce with respect to Sections 5.1, 5.3, 5.7, 8.3 (solely with respect to the final sentence thereof), 8.16 and 8.22 thereof and as otherwise
provided therein. Each Grantor agrees to be bound by Section 8.22 of the Intercreditor Agreement. 
 Notwithstanding
anything to the contrary in the Intercreditor Agreement or provided herein, each of the undersigned and each party to the Intercreditor Agreement agree, on behalf of itself and in its capacity as agent under the Intercreditor Agreement, that
(i) Holdings, the Company and the other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except to the extent their rights are adversely affected
(in which case the Company shall have the right to consent to or approve any such amendment, modification or waiver) and (ii) upon the Company’s request in connection with a designation of additional obligations as Other First Priority
Lien Obligations or Future Second Lien Indebtedness, any First Lien Agent and/or any Second Priority Agent shall enter into such supplemental agreements (which may each take the form of a joinder to the Intercreditor Agreement) to facilitate the
designation of such additional obligations as contemplated by Section 8.22 of the Intercreditor Agreement as the Company may request. 







 Without limitation of the Intercreditor Agreement, the undersigned agree, at the
Company’s expense, to take such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as any of the Company, the Intercreditor Agents, the Trustee or any other First Lien Agent or
Second Priority Agent may reasonably request to effectuate the terms of the Intercreditor Agreement. 
 THIS ACKNOWLEDGEMENT
SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE BOUND HEREBY DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 This Acknowledgement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same
document. Delivery of an executed counterpart of this Acknowledgement by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Acknowledgement. Any party delivering an executed
counterpart of this Acknowledgement by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Acknowledgement but the failure to deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Acknowledgement. 

*  *  *  *  *  *  * 







 IN WITNESS WHEREOF, the undersigned have caused this Acknowledgment to be executed as
of the date first set forth above. 
  

			
	 QC ENVIRONMENTAL SERVICES, INC.,
 as a Grantor

		
	By:	 	/s/ Gary R. Enzor
		 	 Name: Gary R. Enzor
 Title:
CEO



  

			
	 QC ENERGY RESOURCES NORTHWEST, LLC
 as a Grantor

		
	By:	 	/s/ Gary R. Enzor
		 	 Name: Gary R. Enzor
 Title:
CEO



  

			
	 QC ENERGY RESOURCES TEXAS, LLC,
 as a Grantor

		
	By:	 	/s/ Gary R. Enzor
		 	 Name: Gary R. Enzor
 Title:
CEO



  

			
	 QC ENERGY LOGISTICS, LLC,
 as a Grantor

		
	By:	 	/s/ Gary R. Enzor
		 	 Name: Gary R. Enzor
 Title:
CEO



  

			
	 QUALITY BULK LOGISTICS, LLC.,
 as a Grantor

		
	By:	 	/s/ Gary R. Enzor
		 	 Name: Gary R. Enzor
 Title:
CEO










 Acknowledged: 
  

			
	 The Bank of New York Mellon Trust Company, N.A.,
 in its capacity as Trustee, as Second Priority Agent

		
	By:	 	/s/ Melonee Young
		 	Name: Melonee Young
		 	Title:   Vice President

 Bank of America, N.A., 
 in its capacity as Administrative Agent, as Collateral Agent, as Intercreditor Agent 
  

			
		
	By:	 	 
		 	 Name:

Title:









 Acknowledged: 
  

			
	 The Bank of New York Mellon Trust Company, N.A.,
 in its capacity as Trustee, as Second Priority Agent

		
	By:	 	 
		 	Name:
		 	Title:

 Bank of America, N.A., 
 in its capacity as Administrative Agent, as Collateral Agent, as Intercreditor Agent 
  

			
		
	By:	 	/s/ William [ILLEGIBLE]
		 	 Name: William [ILLEGIBLE]

Title: Vice President