FIRST SUPPLEMENTAL WARRANT AGREEMENT
Exhibit 4.5
This First Supplemental Warrant
Agreement (this “Agreement”), dated August 21, 2006, is to the
Warrant Agreement, dated as of February 15, 2006 (the “Warrant Agreement”), by and between Global
Logistics Acquisition Corporation, a Delaware corporation (“Company”), and The Bank of New York, a
New York trust company (“Warrant Agent”).
WHEREAS, Section 6.01(a) of the Warrant Agreement provides that the parties to the Warrant
Agreement may amend the Warrant Agreement without the consent of any registered holder for the
purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision
contained therein, or making any other provisions with respect to matters or questions arising
under the Warrant Agreement that are not inconsistent with the provisions of the Warrant Agreement
as the parties may deem to be necessary or desirable and that will not adversely affect the
interests of the warrant holders in any material respect.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto amend the Warrant Agreement as follows:
1. Warrant Agreement. The Warrant Agreement is hereby amended by adding the
following to the end of Section 6.08:
“Provided, however, that in no event will the Holder of a Warrant be entitled to receive a net
cash settlement or other consideration in lieu of physical settlement in shares of Common Stock.”
2. Except as indicated above, the Warrant Agreement shall remain in full force and effect.
3. Miscellaneous.
(a) GOVERNING LAW. THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN AND AMONG THE PARTIES
HERETO, THE ADJUDICATION AND THE ENFORCEMENT HEREOF SHALL BE GOVERNED BY AND INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND
TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW
PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.
(b) Jurisdiction; Waiver of Jury Trial. Except as otherwise expressly provided in this
Agreement, each of the parties hereto irrevocably and unconditionally submits to the exclusive
jurisdiction of the United States District Court for the Southern District of New York or, if such
court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in
any legal action arising out of or relating to this Agreement, agrees that all claims in respect of
the legal action may be heard and determined in any such court and agrees not to bring any legal
action arising out of or relating to this Agreement in any other court. Each of the parties hereto
irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or
related to this Agreement or the transactions contemplated hereby.
(c) Benefits of Agreement. Nothing in this Agreement expressed or implied and nothing
that may be inferred from any of the provisions hereof is intended, or shall be construed, to
confer upon, or give to, any person or corporation other than the Company, the Warrant Agent and
their respective successors and assigns, the Beneficial Owners (as defined in the Warrant
Agreement) and the Holders any right, remedy or claim under or by reason of this Agreement or of
any agreement hereof; and all agreements contained in this Agreement shall be for the sole and
exclusive benefit of the Company and the Warrant Agent and their respective successors and assigns
and of the Beneficial Owners and Holders.
(d) Indemnity. The Company agrees that the indemnity in Section 5.02(a) of the
Warrant Agreement is incorporated herein by reference and that the execution of this Agreement by
the Warrant Agent shall in no case be deemed to constitute negligence or willful misconduct on the
part of the Warrant Agent.
(e) Severability. If any provision in this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions, or of such provisions in any other jurisdiction, shall not in any way be affected or
impaired thereby. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
(f) Counterparts. This Agreement may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this First Supplemental Warrant Agreement
as of the date first written above.
| GLOBAL LOGISTICS ACQUISTION CORPORATION | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| THE BANK OF NEW YORK |
||||
| By: | /s/ Xxxx Xxxxxxxxx | |||
