SECOND AMENDMENT TO FOURTH AMENDED AND
RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT (this "Amendment") to the Fourth
Amended and Restated Loan Agreement is entered into as of the
7th day of March, 1997, by and between The Huntington National
Bank (the "Bank") as lender, and Intrenet, Inc. (the
"Borrower"), and Advanced Distribution System, Inc., Eck Miller
Transportation Corporation, INET Logistics, Inc., Mid-Western
Transport, Inc., Roadrunner Enterprises, Inc., Roadrunner
Trucking, Inc., Roadrunner Distribution Services, Inc. and
Roadrunner International Services, Inc. (herein collectively
referred to as the "Subsidiaries"; the Borrower and the
Subsidiaries are herein collectively and separately referred to
as a "Company" or the "Companies"), as borrowers.
RECITALS:
A. On February 24, 1988, the Borrower, certain of its
subsidiaries, the Bank and one other lender (hereinafter
collectively referred to as the "Banks"), and The Huntington
National Bank, as Agent for the Bank and National City (the
"Agent"), executed a certain Loan Agreement (herein the "1988
Loan Agreement"), which set forth the terms and conditions of
certain loans and extensions of credit; and
B. Pursuant to the 1988 Loan Agreement, on or about
February 24, 1988, and March 4, 1988, the Borrower and certain
of its Subsidiaries executed and delivered to the Banks and the
Agent certain other loan documents in connection with the
extensions of credit provided for in the 1988 Loan Agreement,
including without limitation, closing certificates, revolving
notes with term options, letter of credit reimbursement
agreements, security agreements, continuing guaranties
unlimited, an escrow agreement, a Regulation U Statement, and
related documents (herein collectively the "1988 Closing
Documents"); and
C. On or about March 18, 1988, the Borrower, certain of
its Subsidiaries, the Banks and the Agent executed a certain
First Amendment to Loan Agreement (herein the "First Amendment")
which modified provisions and terms of the 1988 Loan Agreement
in connection with establishing a certain Employee Stock
Ownership Plan transaction; and
D. On or about April 15, 1988, the Borrower, certain of
its Subsidiaries, the Banks and the Agent executed a certain
Second Amendment to Loan Agreement (herein the "Second
Amendment") which modified provisions and terms of the 1988 Loan
Agreement in connection with the sale by the Borrower to
Pinnacle Enterprises, Inc. of shares of capital stock of Kintla
Enterprises, Inc.; and
E. On or about May 11, 1988, the Borrower, certain of its
subsidiaries, the Banks and the Agent executed a certain Third
Amendment to Loan Agreement (herein the "Third Amendment") which
modified provisions and terms of the 1988 Loan Agreement in
connection with certain ownership and management changes; and
F. On or about May 16, 1988, the Borrower, certain of its
subsidiaries, the Banks and the Agent executed a certain Fourth
Amendment to Loan Agreement (herein the "Fourth Amendment")
which modified provisions and terms of the 1988 Loan Agreement
in connection with certain duties and lending percentages; and
G. On or about July 22, 1988, the Borrower, certain of
its subsidiaries, the Banks and the Agent executed a certain
Fifth Amendment to Loan Agreement (herein the "Fifth Amendment")
which modified provisions and terms of the 1988 Loan Agreement
in connection with certain duties and lending percentages,
changes in management and ownership, and the agreement of
Roadrunner Enterprises, Inc. to be bound by the terms and
conditions of the 1988 Loan Agreement (the First Amendment,
Second Amendment, Third Amendment, Fourth Amendment, and Fifth
Amendment are herein collectively referred to as the
"Amendments"); and
H. On or about July 22, 1988, the Borrower and certain of
its subsidiaries executed and delivered to the Banks and the
Agent in connection with the 1988 Loan Agreement and the
Amendments, a collateral assignment and security agreement for a
certain promissory note owing to the Borrower from Pinnacle
Enterprises, Inc., substitute revolving notes and standby letter
of credit reimbursement agreements, closing certificate of
Roadrunner Enterprises, Inc., Federal Reserve Form U-l, a
continuing guaranty unlimited of Roadrunner Enterprises, Inc., a
security agreement of Roadrunner Enterprises, Inc., financing
statements of Roadrunner Enterprises, Inc. and related documents
(herein collectively the "Supplemental Documents"). The 1988
Loan Agreement, the 1988 Closing Documents, the Amendments and
the Supplemental Documents are herein collectively referred to
as the "1988 Loan Documents"; and
I. On or about February 6, 1989, the Borrower, certain of
its Subsidiaries, the Banks and the Agent executed a certain
Amended and Restated Loan Agreement (herein the "1989 Loan
Agreement"), which set forth the terms and conditions of certain
loans and extension of credit; and
J. Pursuant to the 1989 Loan Agreement, on or about
February 6, 1989, the Borrower and certain of its subsidiaries
executed and delivered to the Banks and the Agent certain other
loan and security documents in connection with the extensions of
credit provided for in the 1989 Loan Agreement, including
without limitation, certain revolving promissory notes, a
certain letter of credit reimbursement agreement, mortgages,
deeds of trust, security agreements, assignments, powers of
attorney, cash management agreements, controlled disbursement
agreements, closing certificates, loan expense and disbursement
statements, covenants not to sue, a certain intercorporate
funding agreement, regulation, statements, a certain record
assignment, affidavits, and related documents (herein
collectively the "1989 Closing Documents"); and
K. On or about May 12, 1989, the Borrower, certain of its
subsidiaries, the Banks and the Agent executed a certain First
Amendment to Amended and Restated Loan Agreement (the "First
Amendment to the 1989 Loan Agreement"), which modified
provisions and terms of the 1989 Loan Agreement in connection
with the amount of the extension of credit and to provide for a
certain fee to the Banks for the same; and
L. On or about September 7, 1990, the Borrower, certain
of its subsidiaries, the Banks and the Agent executed a certain
Second Amendment to Amended and Restated Loan Agreement (herein
the "Second Amendment to the 1989 Loan Agreement"), which
modified provisions and terms of the 1989 Loan Agreement in
connection with the maximum amount of credit extended under the
1989 Loan Agreement and to modify the provisions of the lending
formula applicable to such extension of credit. The 1989 Loan
Agreement, the 1989 Closing Documents, the First Amendment to
the 1989 Loan Agreement, and the Second Amendment to the 1989
Loan Agreement are herein collectively referred to as the "1989
Loan Documents"; and
M. On or about January 15, 1991, the Banks, the Agent ,
and the Companies (with the exception of Roadrunner Distribution
Services, Inc., Roadrunner International Services, Inc. and INET
Logistics, Inc.) executed a certain Second Amended and Restated
Loan Agreement (herein the "1991 Loan Agreement"), which set
forth the terms and conditions of certain loans and extensions
of credit; and
N. On or about January 15, 1991, pursuant to the 1991
Loan Agreement, the Companies (with the exception of Roadrunner
Distribution Services, Inc., Roadrunner International Services,
Inc. and INET Logistics, Inc.) executed and delivered to the
Banks and the Agent certain other loan and security documents in
connection with the extension of credit provided for in the 1991
Loan Agreement, including without limitation, certain revolving
notes, fixed asset notes, short term notes, a letter of credit
reimbursement agreement, an intercorporate funding agreement,
security agreements, Regulation U statements, stock
certificates, financing statements, mortgages, mortgage
modification agreements and related documents (herein
collectively the "1991 Closing Documents"); and
O. On or about September 27, 1991, the Banks, the Agent
and the Companies (with the exception of Roadrunner Distribution
Services, Inc., Roadrunner International Services, Inc. and INET
Logistics, Inc.) executed a certain First Amendment to Second
Amended and Restated Loan Agreement (the "First Amendment to the
1991 Loan Agreement"), thereby amending and modifying certain
terms contained in the 1991 Loan Agreement; and
P. On or about November 22, 1991, the Banks, the Agent
and the Companies (with the exception of Roadrunner Distribution
Services, Inc., Roadrunner International Services, Inc. and INET
Logistics, Inc.) executed a certain Second Amendment to Second
Amended and Restated Loan Agreement (the "Second Amendment to
the 1991 Loan Agreement"), thereby amending and modifying
certain terms contained in the 1991 Loan Agreement; and
Q. On or about March 24, 1992, the Banks, the Agent and
the Companies (with the exception of Roadrunner International
Services, Inc. and INET Logistics, Inc.) executed a certain
Third Amendment to Second Amended and Restated Loan Agreement
(the "Third Amendment to the 1991 Loan Agreement") thereby
amending and modifying certain terms contained in the 1991 Loan
Agreement; and
R. On or about April 9, 1992, the Banks, the Agent and
the Companies (with the exception of INET Logistics, Inc.)
executed a certain Fourth Amendment to Second Amended and
Restated Loan Agreement (the "Fourth Amendment to the 1991 Loan
Agreement") thereby amending and modifying certain terms
contained in the 1991 Loan Agreement; and
S. On or about September 27, 1991, November 22, 1991,
March 24, 1992, April 9, 1992, and on various other dates, the
Companies (with the exception of INET Logistics, Inc.) executed
and delivered to the Banks certain other loan and security
documents, agreements, instruments, certificates, mortgages,
mortgage modification agreements and financing statements in
connection with the 1991 Loan Agreement and the indebtedness
referred to therein (all of the foregoing, together with the
1991 Closing Documents, the First Amendment to the 1991 Loan
Agreement, the Second Amendment to the 1991 Loan Agreement, the
Third Amendment to the 1991 Loan Agreement and the Fourth
Amendment to the 1991 Loan Agreement are herein collectively
referred to as the "1991 Loan Documents"); and
T. As of January 19, 1993, the Companies (with the
exception of INET Logistics, Inc.) satisfied their obligations
to the other lender under a certain Revolving Note dated as of
January 15, 1991 in the original principal amount of
$5,361,300.00, a certain Fixed Asset Note dated as of January
15, 1991 in the original principal amount of $2,164,500.00, and
a certain Short Term Note dated as of January 15, 1991 in the
original principal amount of $999,000.00, and such lender
assigned to the Bank all of its risk participation interest in
the Letters of Credit (as defined in Section 1.3 of the 1991
Loan Agreement); and
U. On or about January 19, 1993, the Bank and the
Companies (with the exception of INET Logistics, Inc.) executed
a certain Third Amended and Restated Loan Agreement (hereinafter
the "1993 Loan Agreement"), which set forth the terms and
conditions of certain loans and extensions of credit; and
V. On or about January 19, 1993, pursuant to the 1993
Loan Agreement, the Companies (with the exception of INET
Logistics, Inc.) executed and delivered to the Bank certain
other loan and security documents in connection with the
extensions of credit provided for in the 1993 Loan Agreement,
including without limitation, a Revolving Note, a Term Note, a
substitute Standby Letter of Credit Reimbursement Agreement, a
Master Funds Management Agreement, a substitute Intercorporate
Funding Agreement, a Warrant Certificate with respect to rights
to purchase shares of common stock of the Borrower, UCC-1
financing statements, UCC-3 amendments and continuation
statements, mortgages, mortgage modification agreements, a
Covenant Not to Sue, a Compliance Certificate, a Registration
Rights Agreement and related documents (herein collectively the
"1993 Closing Documents"); and
W. On or about November 10, 1993, the Bank and the
Companies (with the exception of INET Logistics, Inc.) executed
a certain First Amendment to Third Amended and Restated Loan
Agreement (the "First Amendment to the 1993 Loan Agreement"),
thereby amending and modifying certain terms contained in the
1993 Loan Agreement; and
X. On or about August 3, 1994, the Bank and the Companies
(with the exception of INET Logistics, Inc.) executed a certain
Second Amendment to Third Amended and Restated Loan Agreement
(the "Second Amendment to the Third Amended and Restated Loan
Agreement"), thereby amending and modifying certain terms
contained in the 1993 Loan Agreement; and
Y. On or about November 10 , 1993, August 3, 1994, and on
various other dates, the Companies (with the exception of INET
Logistics, Inc.) executed and delivered to the Bank certain
other loan and security documents, agreements, instruments,
certificates, mortgages, mortgage modification agreements and
financing statements in connection with the 1993 Loan Agreement
and the indebtedness referred to therein (all of the foregoing,
together with the 1993 Closing Documents, the First Amendment to
the 1993 Loan Agreement and the Second Amendment to the 1993
Loan Agreement are herein collectively referred to as the "1993
Loan Documents"); and
Z. On or about January 15, 1996, the Companies (with the
exception of INET Logistics, Inc.) and the Bank executed a
certain Fourth Amended and Restated Loan Agreement (the "1996
Loan Agreement"), setting forth the terms of certain extensions
of credit to the Companies; and
AA. In connection with the 1996 Loan Agreement, the
Companies executed and delivered to the Bank certain other loan
documents, promissory notes, amendments to open-end mortgages,
assignment of rents and security agreements, consents,
assignments, security agreements, agreements, instruments and
financing statements in connection with the indebtedness
referred to in the 1996 Loan Agreement (all of the foregoing,
together with the 1996 Loan Agreement, are hereinafter
collectively referred to as the "1996 Closing Documents"); and
BB. As of March 31, 1996, the Bank and the Companies
executed a certain First Amendment to Fourth Amended and
Restated Loan Agreement (the "First Amendment to Fourth Amended
and Restated Loan Agreement"), thereby amending and modifying
certain terms contained in the 1996 Loan Agreement (the 1996
Closing Documents and the First Amendment to Fourth Amended and
Restated Loan Agreement are hereinafter collectively referred to
as the "1996 Loan Documents").
CC. The Companies have requested that the Bank amend and
modify certain terms in the 1996 Loan Agreement to add the
Borrower's new wholly owned subsidiary, INET Logistics, Inc., as
a party thereto, and the Bank is willing to do so upon the terms
and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements and promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, and intending to
be legally bound, the parties hereto for themselves and their
successors and assigns do hereby agree, represent and warrant as
follows:
1. Definitions. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to
them in the 1996 Loan Agreement.
2. As of the date this Amendment becomes
effective, INET Logistics, Inc. shall be deemed to be a
"Subsidiary" and one of the "Subsidiaries" and a "Company" and
one of the "Companies," as those terms are defined in the 1996
Loan Agreement. INET Logistics, Inc. hereby agrees to be bound
by each and every representation, warranty, term and covenant of
the 1996 Loan Agreement, as amended from time to time, and
agrees to execute contemporaneously herewith all such documents
and agreements as the Bank shall require to become obligated
under all of the obligations evidenced by the 1996 Loan
Documents, and to grant and perfect to the Bank a first and
exclusive security interest in all the business assets of INET
Logistics, Inc.
3. The preamble to the 1996 Loan Agreement is hereby
amended to recite in its entirety that:
This Fourth Amended and Restated Loan
Agreement (this "Agreement") is entered into at
Columbus, Ohio, by, between and among The Huntington
National Bank (herein the "Bank") as lender, and Intrenet,
Inc. (herein the "Borrower"), and Advanced Distribution
System, Inc., Eck Miller Transportation Corporation,
INET Logistics, Inc., Mid-Western Transport, Inc.,
Roadrunner Enterprises, Inc., Roadrunner Trucking, Inc.,
Roadrunner Distribution Services, Inc. and Roadrunner
International Services, Inc. (herein collectively referred to
as the "Subsidiaries"; the Borrower and the Subsidiaries
are herein collectively and separately referred to as a
"Company" or the "Companies"), as borrowers, as of the
15th day of January, 1996. The Agreement is made
pursuant to the following recitals:
4. Second 10.1, "Payment of Taxes and Claims," of the
1996 Loan Agreement is hereby amended to recite in its entirety
as follows: The Companies will pay before
they become delinquent:
(a) all taxes, assessments and governmental charges
or levies imposed upon it or its property; and
(b) all claims or demands of materialmen, mechanics,
carriers, warehousemen, landlords, bailee and
other like persons which, if unpaid, might result in
the creation of a lien or encumbrance upon its
property,
provided that items of the foregoing description need
not be paid while being contested in good faith and by
appropriate proceedings and provided further that
adequate book reserves have been established with respect
thereto; provided further that the Companies' title to, and
their right to use, their property is not materially
adversely affected thereby, and provided further that
no tax liens have attached to the Companies' accounts,
contract rights, chattel paper, general intangibles, or
inventory. In the case of any item of the foregoing
description involving in excess of the amount which the
Companies' independent public accountants shall fix as
the threshold of materiality for purposes of their
audit of the then current year, the appropriateness of
the proceedings shall be supported by an opinion of the
independent counsel responsible for such proceedings
and the adequacy of such reserves shall be supported by
the opinion of the independent accountants. In
addition, the Companies, pursuant to the request of the
Companies, shall not be required to pay those
delinquent taxes identified to the Bank in that certain
letter dated March 7, 1997, in the aggregate sum of
$1,205,000.00, so long as (i) no tax liens have attached
to any of the Companies' accounts, contract rights, chattel
paper, general intangibles, or inventory as a result of
such identified delinquent taxes and (ii) the Bank has
established Reserves in an amount equal to or exceeding
the amount of such taxes. "Reserves" shall mean the
Bank shall have the right to deduct from any advances to
be made to any of the Companies under the Revolving
Loan from the Companies' availability under the
Borrowing Base in amounts as the Bank may deem proper
and necessary, in its sole discretion, to establish reserves
to enable the above described taxes or contingent
liabilities associated therewith to be paid.
5. Section 10.12, "Book Net Worth," of the
1996 Loan Agreement is hereby amended to recite in its entirety
as follows:
10.12 Book Net Worth.
The Companies shall achieve a Book Net Worth of not less than:
$22,500,000.00 as of December 31, 1995;
$20,500,000.00 as of June 30, 1996;
$19,750,000.00 as of December 31, 1996;
$19,500,000.00 as of June 30, 1997;
$20,750,000.00 as of December 31, 1997;
$21,000,000.00 as of June 30, 1998;
$22,000,000.00 as of December 31, 1998; and
$22,500,000.00 as of June 30, 1999, and continuing at
all times thereafter.
6. Section 10.13, "Ratio of Total Liabilities to Book Net
Worth," of the 1996 Loan Agreement is hereby amended to recite
in its entirety that:
10.13. Ratio of Total Liabilities (including
Letters of Credit) to Book Net Worth.
The Companies shall achieve a ratio of Total Liabilities to
Book Net Worth of not greater than (a) 3.50 to 1.00 as
of December 31, 1995; (b) 3.00 to 1.00 as of June 30,
1996; (c) 3.30 to 1.00 as of December 31, 1996; (d)
3.50 to 1.00 as of June 30, 1997; (e) 3.00 to 1.00 as of
December 31, 1997, (f) 3.00 to 1.00 as of June 30,
1998, and (g) 2.50 to 1.00 as of December 31, 1998, and
continuing at all times thereafter.
7. Section 10.14, "Current Ratio," of the 1996 Loan
Agreement is hereby amended to recite in its entirety that:
10.14 Current Ratio.
The Companies, on a combined and consolidated
basis, shall achieve a ratio of current assets to
current liabilities of not less than (a) 0.90 to 1.00
as of December 31, 1995, (b) .90 to 1.00 as of December 31,
1996, (c) .90 to 1.00 as of June 30, 1997, (d) .90 to
1.00 as of December 31, 1997, (e) .90 to 1.00 as of
June 30, 1998, and (f) 1.00 to 1.00 as of December 31, 1998,
and continuing at all times thereafter.
8. Section 14.1, "Notices," of the 1996 Loan Agreement is
hereby amended to recite in its entirety that:
14.1 Notices. (a) All communications
under this Agreement or under the notes or
reimbursement agreements executed pursuant hereto shall be in
writing and shall be mailed by first class mail,
postage prepaid,
(1) if to the Bank, at the following address, or
at such other address as may have been
furnished in writing to the Companies by the
Bank:
The Huntington National Bank
105 West Fourth Street Suite 618
Cincinnati, Ohio 45202 Attn: Steven
M. Kuhn, Vice President
(2) if to the Companies, at the following
address, or at such other address as may have
been furnished in writing to the Bank by the
Companies:
Intrenet, Inc. 400
TechneCenter Drive, Suite 200 Milford, OH
45150 Attn: Jonathan G. Usher, Vice
President-Finance
(b) any notice so addressed and mailed by registered
or certified mail shall be deemed to be given when so
mailed.
9. Exhibits E, G and I to the 1996 Loan Agreement are
hereby amended to recite in their entirety as set forth in
Exhibits E, G and I to this Amendment.
10. Conditions of Effectiveness. This Amendment shall
become effective as of March 7, 1997, upon satisfaction of all
of the following conditions precedent:
(a) The Bank shall have received two duly executed copies
of this Amendment and such other certificates, instruments,
documents, agreements, and opinions of counsel as may be
required by the Bank, each of which shall be in form and
substance satisfactory to the Bank and its counsel; and (b)
The Bank shall have received an Amendment Fee in respect of this
Amendment in the amount of $20,000.00 of which $10,000.00 has
been paid prior to the date hereof; and (c) The
representations contained in paragraph 11 below shall be true
and accurate.
11. Representations. Except for the delinquent taxes
referenced in the amendments in Paragraph 4 above as it relates
to Section 8.9 of the 1996 Loan Agreement, each of the Companies
represents and warrants that after giving effect to this
Amendment (a) each and every one of the representations and
warranties made by or on behalf of each of the Companies in the
1996 Loan Agreement or the 1996 Loan Documents is true and
correct in all respects on and as of the date hereof, except to
the extent that any of such representations and warranties
related, by the expressed terms thereof, solely to a date prior
hereto; (b) each of the Companies has duly and properly
performed, complied with and observed each of its covenants,
agreements and obligations contained in the 1996 Loan Agreement
and 1996 Loan Documents; and (c) no event has occurred or is
continuing, and no condition exists which would constitute an
Event of Default.
12. Amendment to 1996 Loan Agreement. (a) Upon the
effectiveness of Sections 2 through 9 hereof, each reference in
the 1996 Loan Agreement to "Fourth Amended and Restated Loan
Agreement," "Loan and Security Agreement," "Loan Agreement,"
"Agreement," the prefix "herein," "hereof," or words of similar
import, and each reference in the 1996 Loan Documents to the
1996 Loan Agreement, shall mean and be a reference to the 1996
Loan Agreement as amended hereby. (b) Except as modified
herein, all of the representations, warranties, terms, covenants
and conditions of the 1996 Loan Agreement, the 1996 Loan
Documents and all other agreements executed in connection
therewith shall remain as written originally and in full force
and effect in accordance with their respective terms, and
nothing herein shall affect, modify, limit or impair any of the
rights and powers which the Bank may have thereunder. The
amendment set forth herein shall be limited precisely as
provided for herein, and shall not be deemed to be a waiver of,
amendment of, consent to or modification of any of the Bank's
rights under or of any other term or provisions of the 1996 Loan
Agreement, any 1996 Loan Document, or other agreement executed
in connection therewith, or of any term or provision of any
other instrument referred to therein or herein or of any
transaction or future action on the part of the Companies which
would require the consent of the Bank, including, without
limitation, waivers of Events of Default which may exist after
giving effect hereto. Each of the Companies ratifies and
confirms each term, provision, condition and covenant set forth
in the 1996 Loan Agreement and the 1996 Loan Documents and
acknowledges that the agreement set forth therein continue to be
legal, valid and binding agreements, and enforceable in
accordance with their respective terms.
13. Authority. Each of the Companies hereby represents
and warrants to the Bank that as to such Company (a) such
Company has legal power and authority to execute and deliver the
within Amendment; (b) the officer executing the within Amendment
on behalf of such Company has been duly authorized to execute
and deliver the same and bind such Company with respect to the
provisions provided for herein; (c) the execution and delivery
hereof by such Company and the performance and observance by
such Company of the provisions hereof do not violate or conflict
with the articles of incorporation, regulations or by-laws of
such Company or any law applicable to such Company or result in
the breach of any provision of or constitute a default under any
agreement, instrument or document binding upon or enforceable
against such Company; and (d) this Amendment constitutes a valid
and legally binding obligation upon such Company in every
respect.
14. Counterparts. This Amendment may be executed in two
or more counterparts, each of which, when so executed and
delivered, shall be an original, but all of which together shall
constitute one and the same document. Separate counterparts may
be executed with the same effect as if all parties had executed
the same counterparts.
15. Governing Law. This Amendment shall be governed by
and construed in accordance with the law of the State of Ohio.
IN WITNESS WHEREOF, the Companies and the Bank have
hereunto set their hands as of the date first set forth above.
THE BORROWER:
INTRENET, INC.
By: /s/ Jonathan G. Usher
Its: Vice President
THE SUBSIDIARIES:
ADVANCED DISTRIBUTION SYSTEM, INC.
By: /s/ Jonathan G. Usher
Its: Vice President
ECK MILLER TRANSPORTATION CORPORATION
By: /s/ Jonathan G. Usher
Its: Vice President
INET LOGISTICS, INC.
By: /s/ Jonathan G. Usher
Its: Vice President
MID-WESTERN TRANSPORT INC.
By: /s/ Jonathan G. Usher
Its: Vice President
ROADRUNNER ENTERPRISES, INC.
By: /s/ Jonathan G. Usher
Its: Vice President
ROADRUNNER TRUCKING, INC.
By: /s/ Jonathan G. Usher
Its: Vice President
ROADRUNNER DISTRIBUTION SERVICES, INC.
By: /s/ Jonathan G. Usher
Its: Vice President
ROADRUNNER INTERNATIONAL SERVICES, INC.
By: /s/ Jonathan G. Usher
Its: Vice President
THE BANK:
THE HUNTINGTON NATIONAL BANK
By: /s/ Steven M. Kuhn
Its: Vice President
COLUMBUS/279676.04