REGISTRATION RIGHTS AGREEMENT by and between CONSOLIDATED DELIVERY & LOGISTICS, INC., PARIBAS CAPITAL FUNDING LLC, EXETER VENTURE LENDERS, L.P.Registration Rights Agreement • July 23rd, 1999 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New York
by and amongLoan and Security Agreement • August 14th, 2002 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
Exhibit 1 WARRANT AGREEMENT By and Between CONSOLIDATED LOGISTICS & DELIVERY, INC., PARIBAS CAPITAL FUNDING LLC, EXETER VENTURE LENDERS, L.P.Warrant Agreement • April 26th, 2004 • Cd&l Inc • Trucking (no local) • New York
RECITALSMerger Agreement • July 10th, 2006 • Cd&l Inc • Trucking (no local) • Delaware
Execution Copy STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement"), is dated as of April 14, 2004, and entered into by and among CD&L, Inc., a Delaware corporation ("CDL" or the "Company"), the investors listed on Schedule A hereto...Stockholders Agreement • April 14th, 2004 • Cd&l Inc • Trucking (no local) • Delaware
AND CHARLES WALCHAsset Purchase Agreement • March 16th, 2004 • Cd&l Inc • Trucking (no local) • New Jersey
FIFTH AMENDMENT AND WAIVER FIFTH AMENDMENT (this "Amendment"), dated as of August 20, 2001, among CD&L, INC. (f/k/a Consolidated Delivery & Logistics, Inc.), a Delaware corporation (the "Borrower"), and the financial institutions party to the Loan...Loan Agreement • August 20th, 2001 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New York
DATEDStock Purchase Agreement • August 20th, 2001 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
EXHIBIT 10.1 RESTATED AND AMENDED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 16th, 2006 • Cd&l Inc • Trucking (no local) • New Jersey
EXHIBIT 10.14 EMPLOYMENT AGREEMENT AGREEMENT made as of the 5th day of January, 2000 (the "Effective Date"), by and between Consolidated Delivery & Logistics, Inc., a corporation formed under the laws of the State of Delaware (the "Company"), and...Employment Agreement • March 30th, 2000 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
CD&L, INC., BNP PARIBAS,Registration Rights Agreement • April 14th, 2004 • Cd&l Inc • Trucking (no local) • New York
Exhibit 10.9 EMPLOYMENT AGREEMENT - TIER A AGREEMENT made as of the 1st day of May, 2000 (the "Effective Date"), by and between Consolidated Delivery & Logistics, Inc., a corporation formed under the laws of the State of Delaware (the "Company"), and...Employment Agreement • May 1st, 2001 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
ASSET PURCHASE AGREEMENT, dated as of March 7, 2001, among SUREWAY WORLDWIDE, LLC, a New York limited liability company (the "Purchaser") and wholly owned subsidiary of Global Delivery Systems, LLC, a New York limited liability company ("GDS"), GDS,...Asset Purchase Agreement • May 4th, 2001 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New York
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT (this "Agreement") made as of the 14th day of April, 2004 (the "Effective Date"), by and between CD&L, Inc., a corporation formed under the laws of the State of Delaware (the "COMPANY"),...Employment Agreement • August 16th, 2006 • Cd&l Inc • Trucking (no local) • New Jersey
EXHIBIT 10.6Modification Agreement • April 30th, 2002 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
EXHIBIT 10.2 FIRST AMENDMENT AND CONSENT --------------------------- AMENDMENT AND CONSENT (this "Amendment"), dated as of August 17, 2000, among CD&L, INC. (f/k/a Consolidated Delivery & Logistics, Inc.), a Delaware corporation (the "Borrower"), and...Loan Agreement • August 21st, 2000 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New York
EXHIBIT 99.4 WARRANT AGREEMENT By and Between CONSOLIDATED LOGISTICS & DELIVERY, INC., PARIBAS CAPITAL FUNDING LLC, EXETER VENTURE LENDERS, L.P.Warrant Agreement • July 23rd, 1999 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New York
ANDAsset Purchase Agreement • May 13th, 1999 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
AMENDATORY AGREEMENT This AMENDATORY AGREEMENT ("Amendatory Agreement") is made and entered into as of the 5th day of January, 2001 by and between CD&L, Inc. (the "Company") and Albert W. Van Ness, Jr. (the "Executive"). W I T N E S S E T H: WHEREAS,...Employment Agreement • May 4th, 2001 • Consolidated Delivery & Logistics Inc • Trucking (no local)
AMENDED AND RESTATED 9% SUBORDINATED NOTE DUE 2004 OF CD&L, INC.Subordinated Note • May 1st, 2001 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
Scheduled Repayment Date Amount ------------------------ ------ June 28, 2002 $1,250,000 Last Business Day of each of March, June, September and Scheduled Repayment Amount then in effect". December for each of the calendar years 2003, 2004 and 2005 4....Credit Agreement • August 14th, 2002 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New York
EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), dated as of June 30, 2005 by and between THOMAS E. DURKIN III (hereinafter, the "Advisor"), having an address at 1120 Bloomfield Avenue, West Caldwell, NJ 07006, and CD&L,...Consulting Agreement • November 21st, 2005 • Cd&l Inc • Trucking (no local) • New Jersey
Exhibit 99.9 SUBSCRIPTION AGENT AGREEMENT American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 Ladies and Gentlemen: In connection with your appointment as Subscription Agent in the transaction described herein, CD&L, Inc....Subscription Agent Agreement • August 13th, 2004 • Cd&l Inc • Trucking (no local) • New Jersey
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of December 27, 1999Stockholder Protection Rights Agreement • December 28th, 1999 • Consolidated Delivery & Logistics Inc • Trucking (no local) • Delaware
AMENDMENT NO. 2Employment Agreement • August 20th, 2001 • Consolidated Delivery & Logistics Inc • Trucking (no local)
among CD&L, INC. andSenior Subordinated Loan Agreement • April 14th, 2004 • Cd&l Inc • Trucking (no local) • New York
ARTICLE IAsset and Stock Purchase Agreement • February 26th, 1999 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
TOStockholder Protection Rights Agreement • April 14th, 2004 • Cd&l Inc • Trucking (no local)
EXHIBIT 10.10Credit Agreement • March 26th, 2003 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New York
Fiscal Quarter Ended Ratio -------------------- ----- March 31, 2003 4.50:1.0 June 30, 2003 5.25:1.0 September 30, 2003 5.25:1.0 December 31, 2003 5.00:1.0Credit Agreement • April 30th, 2003 • Cd&l Inc • Trucking (no local) • New York
AMENDMENT NO. 2 TOStockholder Protection Rights Agreement • July 10th, 2006 • Cd&l Inc • Trucking (no local) • Delaware
EXHIBIT 10-2 THE MAKER HAS CERTAIN SETOFF RIGHTS PURSUANT TO AN ASSET PURCHASE AGREEMENT DATED THIS DATE AMONG THE MAKER, CLAYTON/NATIONAL COURIER SYSTEMS, INC., A SUBSIDIARY OF THE MAKER, WESTWIND EXPRESS, INC., LOGISTICS DELIVERY SYSTEMS, INC.,...Asset Purchase Agreement • May 13th, 1999 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
W I T N E S S E T H : - - - - - - - - - -Fourth Amendment and Consent • August 20th, 2001 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New York
Execution Copy RESTRUCTURING AND EXCHANGE AGREEMENT This RESTRUCTURING AND EXCHANGE AGREEMENT, dated as of April 14, 2004 (this "Agreement"), is made among CD&L, Inc., a Delaware corporation ("CDL" or the "Company"), BNP Paribas (successor in interest...Restructuring and Exchange Agreement • April 14th, 2004 • Cd&l Inc • Trucking (no local) • New York
EXHIBIT 10.2 This Note has been acquired for investment and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Act"). This Note has not been registered under...7% Subordinated Note • May 13th, 1999 • Consolidated Delivery & Logistics Inc • Trucking (no local) • New Jersey
