EXHIBIT 4.5 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of July 13, 1998, GEOLOGISTICS AIR SERVICES INC., a Delaware corporation ("GEO AIR") that is a wholly-owned subsidiary of GEOLOGISTICS CORPORATION, a Delaware corporation...First Supplemental Indenture • July 22nd, 1998 • Geologistics Corp • Arrangement of transportation of freight & cargo • New York
AMENDMENT NO. 4Loan Agreement • September 17th, 1999 • Geologistics Corp • Arrangement of transportation of freight & cargo
Exhibit 10.27 SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT") is made and entered into as of Janaury 27, 2000, by and between GeoLogistics Corporation, a Delaware corporation...Stockholders Agreement • April 13th, 2000 • Geologistics Corp • Arrangement of transportation of freight & cargo • Delaware
EXHIBIT 10.1Stockholders Agreement • July 22nd, 1998 • Geologistics Corp • Arrangement of transportation of freight & cargo • Delaware
Loan Agreement by and betweenLoan Agreement • April 13th, 2000 • Geologistics Corp • Arrangement of transportation of freight & cargo • Ontario
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is dated as of June 15, 1999, between Geologistics Corporation, a Delaware corporation (the "COMPANY"), and Robert Arovas (the "EXECUTIVE"). 1. EMPLOYMENT. The Company...Employment Agreement • November 15th, 1999 • Geologistics Corp • Arrangement of transportation of freight & cargo • Delaware
BURDALE FINANCIAL LIMITED FACILITY AGREEMENTFacility Agreement • April 13th, 2000 • Geologistics Corp • Arrangement of transportation of freight & cargo
CONGRESS FINANCIAL CORPORATION (WESTERN) as Lender and BEKINS WORLDWIDE SOLUTIONS, INC., BEKINS VAN LINES, LLC, GEOLOGISTICS SERVICES, INC., and GEOLOGISTICS AMERICAS INC., collectively, as BorrowersLoan and Security Agreement • April 13th, 2000 • Geologistics Corp • Arrangement of transportation of freight & cargo • California
EXHIBIT 4.5 SECOND SUPPLEMENTAL INDENTURE This SECOND SUPPLEMENTAL INDENTURE, dated as of November 30, 1998, is entered into by and among, GEOLOGISTICS NETWORK SOLUTIONS, INC., a Delaware corporation ("GNS"), BEKINS VAN LINES, LLC, a Delaware limited...Supplemental Indenture • March 31st, 1999 • Geologistics Corp • Arrangement of transportation of freight & cargo
AMENDMENT NO. 3Loan Agreement • March 5th, 1999 • Geologistics Corp • Arrangement of transportation of freight & cargo
EXHIBIT 2.1Asset Purchase Agreement • July 22nd, 1998 • Geologistics Corp • Arrangement of transportation of freight & cargo • New York
EXHIBIT 10.28Registration Rights Agreement • July 22nd, 1998 • Geologistics Corp • Arrangement of transportation of freight & cargo • California
EXHIBIT 10.25 AMENDMENT NO. 1Loan Agreement • July 22nd, 1998 • Geologistics Corp • Arrangement of transportation of freight & cargo
EXHIBIT 10.26 AMENDMENT NO. 2 This Amendment No. 2 (this "Amendment") dated as of July 10, 1998 is entered into with reference to the AMENDED AND RESTATED LOAN AGREEMENT (as previously amended by an Amendment No. 1 dated December 12, 1997, the "Loan...Loan Agreement • July 22nd, 1998 • Geologistics Corp • Arrangement of transportation of freight & cargo
EXHIBIT 10.27Credit Agreement • July 22nd, 1998 • Geologistics Corp • Arrangement of transportation of freight & cargo • New York
amongAsset Purchase Agreement • September 17th, 1999 • Geologistics Corp • Arrangement of transportation of freight & cargo • New York
ContractWarrant Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO A THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AS AMENDED, A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AND A SUBSCRIPTION AGREEMENT DATED SEPTEMBER 30, 1997 COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY. SUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS. ANY EVIDENCE,
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and amongLoan and Security Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated November 7, 2001 is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”), MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation (“MIL”), GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC., a New York corporation (“ACT”), and LEP FAIRS INC., a Georgia corporation (“LEP”, and together with MIL, GLA and ACI, sometimes collectively referred to herein as “Borrowers” and individually, as a “Borrower”).
THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO CANCELLATION PURSUANT TO THE OPTION AGREEMENT DATED MAY 29, 1997 AND ARE SUBJECT TO A SECOND AMENDED AND RESTATED...Warrant Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
THIS WARRANT CERTIFIES that, for value received, Cotech Company Inc., a company organized under the laws of the British Virgin Islands, or registered assigns is entitled, on the first Business Day immediately following the Effective Date (as defined herein) and prior to the close of business in Chicago, Illinois on the Expiration Date (as defined herein), to purchase 5,861 shares of Common Stock in International Logistics Limited, a Delaware corporation (the “Company”), at a purchase price per share equal to $45.00 (U.S.) (the “Warrant Purchase Price”) upon surrender of this Warrant at the principal office of the Company, and payment of such purchase price by bank check, cashier’s check, certified check, wire transfer or by a cashless exercise as set forth in Section 2.B.2, below. The Warrant Purchase Price shall be effective as of the Effective Date.
ContractFacility Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
ContractFacility Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
B u r d a l e Financial Limited BY POST AND FACSIMILE 28th October 2004 GeoLogistics Limited Royal CourtFacility Agreement • April 4th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo • California
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”), dated as of November 4, 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”) and MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation (“MIL”), GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), and GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company (“EXPO” and together with MIL and GLA, collectively referred to herein as “Borrowers” and individually, each a “Borrower”).
US$ 6,000,000 SECOND LIEN FACILITY AGREEMENT dated December 2004 between GEOLOGISTICS LIMITED andSecond Lien Facility Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
EXHIBIT 10.23 AMENDMENT NO. 1 TO CAS CREDIT AGREEMENT This Amendment No. 1 to CAS Credit Agreement (this "Amendment") dated as of September 30, 1998 is entered into with reference to the Credit Agreement dated July 10, 1998, (the "Credit Agreement")...Credit Agreement • March 31st, 1999 • Geologistics Corp • Arrangement of transportation of freight & cargo
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo • California
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December , 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”) and MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation (“MIL”), GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), and GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company (“EXPO” and together with MIL and GLA, collectively referred to herein as “Borrowers” and individually each a “Borrower”).
ContractFacility Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo • California
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 26, 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”) and MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation (“MIL”). GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC., a New York corporation (“ACI”), and GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company (“EXPO” and together with MIL, GLA and ACI, collectively referred to herein as “Borrowers” and individually, each a “Borrower”).
ContractFacility Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
BY POST AND FACSIMILEFacility Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo • California
B u r d a l e Financial Limited BY POST AND FACSIMILE 26th March 2004 GeoLogistics Limited Royal CourtFacility Agreement • April 4th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
FACILITY AGREEMENTFacility Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo
ContractWarrant Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo • Delaware
THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO A THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, A REGISTRATION RIGHTS AGREEMENT DATED JUNE 2, 1997 AND A SUBSCRIPTION AGREEMENT EACH DATED AS OF DECEMBER 31, 1997, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY. SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS. ANY SALE, ASSIGNMENT,
SECOND LIEN CREDIT AGREEMENT Dated as of December 28, 2004 amongSecond Lien Credit Agreement • January 18th, 2005 • Geologistics Corp • Arrangement of transportation of freight & cargo • New York
SECOND LIEN CREDIT AGREEMENT, dated as of December 28, 2004 among GEOLOGISTICS CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto (as defined below), CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and BEAR STEARNS CORPORATE LENDING INC. (“Bear Stearns”), as syndication agent for the Lenders (in such capacity, the “Syndication Agent”).
