FIFTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT
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This Fifth Amendment and Joinder to Loan and Security Agreement
("Joinder") is made as of this 6th day of April, 2004 by and among LASALLE
BUSINESS CREDIT, LLC, a Delaware limited liability company (successor by merger
to LASALLE BUSINESS CREDIT, INC.) ("LENDER"), 0000 Xxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxxxxx, XX 00000, and STONEPATH GROUP, INC., a Delaware corporation
("Stonepath"), CONTRACT AIR, INC., a Minnesota corporation ("Contract Air"),
DISTRIBUTION SERVICES, INC., a Minnesota corporation ("Distribution Services"),
GLOBAL CONTAINER LINE, INC., a Washington corporation ("Global Container"),
M.G.R., INC., d/b/a AIR PLUS LIMITED, a Minnesota corporation ("Air Plus"), NET
VALUE, INC., a Delaware corporation ("Net Value"), STONEPATH LOGISTICS DOMESTIC
SERVICES, INC., a Delaware corporation ("Logistics"), STONEPATH LOGISTICS
GOVERNMENT SERVICES, INC., f/k/a Transport Specialists, Inc., a Virginia
corporation ("Government Services"), STONEPATH LOGISTICS INTERNATIONAL SERVICES,
INC., a Delaware corporation ("International Services I"), STONEPATH LOGISTICS
INTERNATIONAL SERVICES, INC., f/k/a Global Transportation Services, Inc., a
Washington corporation ("International Services II"), STONEPATH OPERATIONS INC.,
a Delaware corporation ("Operations"), and UNITED AMERICAN ACQUISITIONS AND
MANAGEMENT, INC. d/b/a UNITED AMERICAN FREIGHT SERVICES, INC., a Michigan
corporation ("United American", and together with Stonepath, Contract Air,
Distribution Services, Global Container, Air Plus, Net Value, Logistics,
Government Services, International Services I, International Services II, and
Operations are referred to herein collectively as the "INITIAL LOAN PARTIES" and
each individually as an "INITIAL LOAN PARTY") and STONEPATH OFFSHORE HOLDINGS,
INC., a Delaware corporation (the "NEW LOAN PARTY").
BACKGROUND
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A. Initial Loan Parties and Lender are parties to a certain Loan and
Security Agreement dated May 15, 2002 (as it may from time to time heretofore
have been or may hereafter be modified, amended, restated or replaced from time
to time, the "Loan Agreement"), pursuant to which Initial Loan Parties
established certain financing arrangements with Lender. The Loan Agreement and
all of the Other Agreements are referred to herein collectively as the "Initial
Loan Documents". All capitalized terms not otherwise defined herein shall have
the meaning ascribed thereto in the Loan Agreement.
B. Stonepath has formed New Loan Party as a subsidiary of Stonepath.
Pursuant to the Third Amendment and Consent Agreement to Loan and Security
Agreement by and among Lender and Loan Parties executed in December 2003 (the
"THIRD AMENDMENT AND CONSENT"), Initial Loan Parties agreed to cause New Loan
Party to be joined into the Loan Agreement as if an original signatory thereto
and to cause New Loan Party to pledge the stock of Stonepath Holdings (Hong
Kong) Limited, a corporation organized under the laws of the Hong Kong Special
Administrative Region of the People's Republic of China and a wholly-owned
subsidiary of Stonepath Offshore Holdings, Inc. ("HOLDINGS (HONG KONG)") no
later than January 31, 2004. Lender has previously given its verbal consent to
an extension of the deadline by which such joinder and pledge must occur, and
wishes to further memorialize in writing this prior verbal consent. Lender now
wishes to consummate the joinder of New Loan Party, subject to the terms and
conditions hereof.
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C. The term "Loan Parties" as used herein shall refer to the Initial
Loan Parties prior to the execution of the execution and delivery hereof and to
the Initial Loan Parties and the New Loan Party immediately following the
execution and delivery hereof.
D. Loan Parties have advised Lender that New Loan Party wishes enter
into the following stock acquisitions transactions, which transactions are
currently prohibited pursuant to the terms of Section 1(e) of the Third
Amendment and Consent: (i) the acquisition by New Loan Party (or any other Loan
Party or Subsidiary of New Loan Party whom New Loan Party may designate) of
seventy percent (70%) of the issued and outstanding capital stock of Azteca Rio
Carga International S.A., a company organized under the laws of Brazil (the
"AZTECA RIO CARGA STOCK ACQUISITION"), (ii) the acquisition by New Loan Party
(or any other Loan Party or Subsidiary of New Loan Party whom New Loan Party may
designate) of seventy percent (70%) of the issued and outstanding capital stock
of Cargo Connection Logistica Integrada Ltda., a company organized under the
laws of Brazil (the "LOGISTICA INTEGRADA STOCK ACQUISITION"). Lender has agreed
to consent to these stock acquisition transactions subject to and on the terms
and conditions set forth in this Joinder and (iii) the acquisition by New Loan
Party (or any other Loan Party or Subsidiary of New Loan Party whom New Loan
Party may designate) of a beneficial interest in fifty-one percent (51%) of the
equity ownership in Stonepath Logistics Project Services Do Brasil Ltda. (the
"DO BRASIL EQUITY ACQUISITION").
NOW, THEREFORE, with the foregoing Background incorporated by reference
and made a part hereof and intending to be legally bound, the parties agree as
follows:
1. Joinder.
(a) Lender and Loan Parties hereby further memorialize the prior
verbal consent previously given by Lender to the extension of the deadline by
which the Loan Parties would cause New Loan Party to be joined into the Loan
Agreement and to pledge the stock of Holdings (Hong Kong) from January 31, 2004
to the date hereof.
(b) Upon the effectiveness of this Joinder, New Loan Party joins in,
becomes a Loan Party under and assumes and accepts all of the obligations and
acquires all of the rights of a Loan Party under the Loan Agreement. All
references to Loan Party or Loan Parties contained in the Loan Agreement or any
other Initial Loan Document, are immediately upon the effectiveness hereof,
hereby deemed for all purposes to also refer to and include New Loan Party as a
Loan Party. New Loan Party hereby agrees to comply with all of the terms and
conditions of the Loan Agreement as if it were an original signatory thereto.
(c) Without limiting the generality of the provisions of
subparagraph (a) above, New Loan Party hereby becomes and is thereby liable, on
a joint and several basis, along with all other Loan Parties for all existing
and future Loans and any and all other Liabilities.
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(d) The Schedules to the Loan Agreement are hereby amended to
include the information contained in the updates to such Schedules (setting
forth the requisite information relating to New Loan Party) contained in Exhibit
I hereto.
(e) Without limiting the generality of Sections 5(f), 13(d) (ii) and
13(d)(iii) of the Loan Agreement, Loan Parties hereby acknowledge and agree that
Loan Parties are obligated under the terms and conditions of the Loan Agreement
to arrange for the pledge under the laws of the Commonwealth of Pennsylvania of
100% of the outstanding and issued stock of each Domestic Subsidiary of any Loan
Party and 65% of the voting stock (and, if applicable, 100% of the non-voting
stock) of the outstanding and issued stock of each direct Foreign Subsidiary of
any Loan Party and the delivery of all stock certificates evidencing such stock
of such Subsidiaries, if any, (with the appropriate related stock powers)
promptly upon each such entity becoming a Subsidiary of any such Loan Party
(whether pursuant to any Permitted Acquisition, as a result of formation of a
new Subsidiary entity by any such Loan Party or otherwise). In addition, without
limiting the generality of Sections 5(f), 13(d) (ii) and 13(d)(iii) of the Loan
Agreement, Loan Parties hereby covenant and agree that Loan Parties shall at any
time in the future, if and to the extent requested by Lender, take all actions
reasonably requested by Lender to (i) cause New Loan Party to create a pledge
under Hong Kong law in favor of Lender of 65% of the voting stock (and, if
applicable, 100% of the non-voting stock) of Holdings (Hong Kong) and (ii) with
respect to any other direct Foreign Subsidiary of New Loan Party (or any other
Loan Party), whether such Subsidiary is in existence as of the date hereof or is
hereafter formed, cause New Loan Party (or any other applicable Loan Party) to
create a pledge under the laws of the applicable foreign jurisdictions in favor
of Lender of 65% of the voting stock (and, if applicable, 100% of the non-voting
stock) of such Foreign Subsidiary. Loan Parties acknowledge and agree that any
failure of Loan Parties to comply with the requirements of this paragraph shall
constitute an Event of Default under the Loan Agreement
2. Consents to Foreign Acquisitions.
(a) Loan Parties acknowledge and agree that the terms of Section
1(e) of the Third Amendment and Consent prohibit any Loan Party and/or any
Subsidiary (direct or indirect) of any Loan Party from making any acquisition
transactions prior to May 14, 2004 without the prior written consent of Lender.
Furthermore, Loan Parties acknowledge and agree that to the extent that the
Azteca Rio Carga Stock Acquisition, the Logistica Integrada Stock Acquisition or
Do Brasil Equity Acquisition would involve an acquisition transaction by any
designated Subsidiary of New Loan Party which is not a Loan Party, such
transaction would be prohibited by the terms of Section 13(d) of the Loan
Agreement, which prohibit any Subsidiary of any Loan Party that is not itself
also a Loan Party from purchasing any of the stock or equity interests or all or
a material portion of the assets of any Person or any division of such Person.
(b) Notwithstanding the prohibitions of Section 1(e) of the Third
Amendment and Consent and, to the extent applicable, Section 13(d) of the Loan
Agreement, but without establishing any "course of conduct" or "course of
dealing" binding upon Lender in the future or waiving or in any way limiting its
rights to decline to permit any such transactions by Loan Parties and/or their
Subsidiaries prior to May 14, 2004 and/or by any Foreign Subsidiaries at any
time in the future, Lender hereby gives its consent and agrees to the Azteca Rio
Carga Stock Acquisition, the Logistica Integrada Stock Acquisition and the Do
Brasil Equity Acquisition, provided that, such Azteca Rio Carga Stock
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Acquisition, such Logistica Integrada Stock Acquisition and such Do Brasil
Equity Acquisition shall be made upon the terms and conditions of the respective
draft Letter of Intent, each dated January 26, 2004 (or, in the case of the Do
Brasil Equity Acquisition, June 6, 2003), issued by New Loan Party with respect
to each such acquisition (and also, in the case of the Azteca Rio Carga Stock
Acquisition, the draft Stock Purchase Agreement) provided by Loan Parties to
Lender prior to the date of this Joinder, without substantial alterations to
such terms and conditions (it being understood that designation by New Loan
Party of either another Loan Party or one of its Subsidiaries as the purchaser
in such transactions shall not be considered a substantial alteration to the
terms and conditions of either such Letter of Intent (or the Stock Purchase
Agreement) for the purposes of this paragraph).
(c) Loan Parties acknowledge and agree that, although neither the
Azteca Rio Carga Stock Acquisition nor the Logistica Integrada Stock Acquisition
nor the Do Brasil Equity Acquisition (collectively, the "BRAZIL ACQUISITIONS")
constitute "Permitted Acquisitions" under the definition of that term as set
forth in the Loan Agreement because each such transaction is currently
prohibited by the provisions of Section 1(e) of the Third Amendment and Consent,
(x) any aggregate cash consideration paid in relation to either such Brazil
Acquisition (exclusive of all earn-out payments made in connection therewith)
shall be treated as though such cash consideration constituted cash
consideration paid in connection with a Permitted Acquisition and (y) all
earn-out payments paid in relation to either such Brazil Acquisition shall be
treated as though such earn-out payments constituted Foreign Earn-Out Payments
paid in connection with Permitted Acquisitions, in each such case for all
purposes under the Existing Credit Documents. Furthermore, Loan Parties
acknowledge and agree that if Loan Parties elect to designate any Reserved
Outside Source Funds as the source of any funds to be used to make any cash
consideration payments in connection with either such Brazil Acquisition, then
the Reserved Outside Source Funds shall be deemed to have been permanently
reduced by the amount of all funds so used in connection with such Brazil
Acquisition and such funds shall no longer be available to fund Permitted
Acquisitions.
(d) Loan Parties hereby reaffirm the agreement set forth in Section
1(e) of the Third Amendment and Consent providing that that, notwithstanding the
otherwise applicable provisions of Section 13(d) of the Loan Agreement and/or
the provisions of and consents given under this Joinder, none of the Loan
Parties or any of their Subsidiaries, direct or indirect, shall make any further
acquisition transactions, including without limitation any purchase of any of
the stock or equity interests of or all or a material portion of the assets of
any Person or any division of such Person, whether or not such acquisition
transaction would otherwise fall within the definition of a "Permitted
Acquisition", prior to May 14, 2004 without the prior written consent of Lender.
After May 14, 2004, Loan Parties may again make "Permitted Acquisitions" as
permitted under and in compliance with the provisions of Section 13(d) of the
Loan Agreement.
(e) Notwithstanding anything to the contrary contained in the Loan
Agreement, the Third Amendment and Consent or any other Existing Credit
Document, Loan Parties and Lender agree that it is the intention of the parties
that if as a part of any acquisition transaction which any Loan Parties and/or
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any of their Subsidiaries were in the past, are hereunder or are in the future
permitted to enter into under the provisions of the Existing Credit Documents
(whether because such acquisition transaction was/is a "Permitted Acquisition"
under Section 13(d) of the Loan Agreement, because such acquisition transaction
has been/is separately and specifically consented to by Lender or otherwise),
the acquiring Loan Party/Subsidiary acquires an option to purchase any portion
of the capital stock of any target entity and/or the assets and business of any
target entity which is not purchased as a part of the initial acquisition
transaction, then the subsequent exercise by the applicable acquiring Loan
Party/Subsidiary of such option shall be considered a separate acquisition
transaction from the initial purchase of stock and/or assets and shall only be
permitted to the extent that (i) the exercise of such option, standing alone as
a separate transaction, would constitute a "Permitted Acquisition" under the
terms and conditions of Section 13(d) or (ii) Lender shall give its separate
prior written consent to the exercise of such option at the time of such
exercise. Without limiting the generality of the foregoing, Lender and Loan
Parties specifically agree that the provisions of this section shall apply to
the exercise of any such option acquired by any Loan Parties and/or any of their
Subsidiaries in connection with any Permitted Acquisitions which occurred prior
to the date hereof and/or in connection with any acquisition transactions
specifically consented to by Lender under the Third Amendment and Consent or the
Fourth Amendment and Consent Agreement to Loan and Security Agreement dated as
of January 30, 2004 by and among Loan Parties and Lender.
3. Amendment to Loan Agreement. Upon the effectiveness of this Joinder,
the Loan Agreement shall be amended as follows:
(a) Provisions Regarding Cash Management Procedures for Holding
Company Loan Parties. Section 8.1(b) of the Loan Agreement shall be amended by
adding the following sentences to the end thereof:
Notwithstanding anything to the contrary contained in the foregoing
(specifically including the second sentence of this paragraph) or
otherwise in this Agreement, if any Loan Party both (x) conducts no
business other than the business of a holding company owning the
stock and/or other equity interests of direct or indirect
Subsidiaries of Stonepath and/or other entities in which Stonepath
and its direct and indirect Subsidiaries have made investments and
(y) has only de minimus Accounts and accounts receivable (any such
Loan Party, a "Holding Company Loan Party"), then for so long as the
conditions set forth in clauses (x) and (y) continue to be met, Loan
Parties shall not be required to establish or maintain a separate
Lock Box for such Holding Company Loan Party, provided that, if any
such Holding Company Loan Party (or any shareholder, officer,
director, employee or agent of such Holding Company Loan Party or any
other Person acting for or in concert with such Holding Company Loan
Party) shall receive any monies, checks, notes, drafts or other
payments relating to or as Proceeds of Accounts or other Collateral,
such Holding Company Loan Party and each such Person shall receive
all such items in trust for, and as the sole and exclusive property
of, Lender and, immediately upon receipt thereof, shall remit the
same (or cause the same to be remitted) in kind to the Cash
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Collateral Account. Loan Parties acknowledge and agree that if at any
time any Holding Company Loan Party ceases to satisfy either or both
of the conditions set forth in clauses (x) and (y) of the preceding
sentence, then such Loan Party shall immediately cease to be a
Holding Company Loan Party for the purposes of this Section 8.1(b)
and the Loan Parties shall be required to establish a separate Lock
Box for such former Holding Company Loan Party and otherwise comply
with all of the provisions of this Section 8.1 with respect to such
former Holding Company Loan Party.
(b) Notice of Formation of Subsidiaries. Section 12(b) of the Loan
Agreement shall be amended by adding the following new subsection (viii) to the
end thereof:
(viii) Notice of Formation of Subsidiaries. Notify lender of the
formation by any Loan Party of any direct or indirect Subsidiary
(whether such Subsidiary is a Domestic Subsidiary or a Foreign
Subsidiary) no later than the date of such formation (provided that,
for the avoidance of doubt, this provision requiring notice of the
formation of any Subsidiary is not intended to imply or create
permission for Loan Parties to form any Subsidiary of any kind unless
(x) the formation of such Subsidiary is otherwise specifically
permitted under a separate provision of this Agreement or (y) Lender
shall otherwise give its prior written consent).
4. Representations and Warranties.
Each Loan Party, including without limitation the New Loan Party,
represents and warrants to Lender that:
(a) All warranties and representations made to Lender under the Loan
Agreement and the other Initial Loan Documents (as such warranties and
representation may have been amended pursuant to the amendments to the Schedules
to the Loan Agreement set forth in Section 1(d) above and in any previous
amendments to the Schedules to the Loan Agreement pursuant to any prior Joinder
Agreement or any other Amendment) are true and correct as to the date hereof.
Without limiting the generality of the foregoing, New Loan Party specifically
warrants and represents that the factual statements set forth in Section 11(x)
of the Loan Agreement apply to and accurately describe the business operations
of New Loan Party.
(b) The execution and delivery by each Loan Party, including without
limitation the New Loan Party, of this Joinder and the performance by each such
Loan Party, including without limitation the New Loan Party, of the transactions
herein contemplated (i) are and will be within its powers, (ii) have been
authorized by all necessary corporate action, and (iii) are not and will not be
in contravention of any order of any court or other agency of government, or of
any law, or be in conflict with, result in a breach of, or constitute (with due
notice and/or lapse of time) a default under any such indenture, agreement or
undertaking or result in the imposition of any lien, charge or encumbrance of
any nature on any of the properties of such Loan Party or under the articles or
certificate of incorporation or bylaws or other corporate governance document of
any such Loan Party.
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(c) This Joinder, the Fourth Amended and Restated Note (as defined
below) and any assignment, instrument, document or agreement executed and
delivered in connection herewith, will be valid and binding on and enforceable
against each Loan Party in accordance with its respective terms.
(d) No Event of Default, or event which, with the passage of time or
giving of notice, or both, will become an Event of Default, has occurred and is
continuing under the Loan Agreement or any of the other Initial Loan Documents.
5. Collateral. As security for the payment of all Loans now or in the
future made by Lender to Loan Parties (including without limitation the New Loan
Party) and for the payment or other satisfaction of all other Liabilities, New
Loan Party hereby assigns and grants, a continuing, valid and enforceable first
priority and only (other than Permitted Liens) lien, charge and security
interest to Lender in and to all of the Collateral in which New Loan Party may
at any time have an interest. New Loan Party hereby authorizes Lender to file
UCC-1 financing statements against New Loan Party covering the Collateral of New
Loan Party (and describing such collateral, if Lender shall so choose in its
absolute discretion, as "All Assets" of such Loan Party) in such jurisdictions
as Lender shall deem necessary, prudent or desirable to perfect and protect the
liens and security interests granted to Lender hereunder, with or without the
signature of New Loan Party. Loan Parties each hereby confirm and agree that all
security interests and liens granted to Lender by any one of them continue in
full force and effect and shall continue to secure the Liabilities. All
Collateral remains free and clear of any liens other than Permitted Liens.
Nothing herein contained is intended in any way to impair or limit the validity,
priority and extent of the existing security interest of Lender in and liens
upon the Collateral of any Loan Party.
6. Effectiveness Conditions.
This Joinder shall be effective, and the New Loan Party shall be deemed
a Loan Party under the Loan Agreement and Initial Loan Documents, upon
completion of the following conditions precedent (all documents to be in form
and substance satisfactory to Lender and Lender's counsel):
(a) Execution and delivery of this Joinder Agreement and delivery of
revised Schedules to the Loan Agreement as contemplated by Section 1(d) above;
(b) Execution and delivery of a Fourth Amended and Restated
Revolving Note dated as of the date hereof ("Fourth Amended and Restated Note")
by all of the Loan Parties;
(c) Execution and delivery by Stonepath of a Pledge Agreement dated
as of the date hereof pledging one hundred percent (100%) of the issued and
outstanding capital stock of New Loan Party and delivery to Lender of stock
certificates (along with appropriate stock powers endorsed in blank)
representing such pledged stock and an acknowledgement of pledge executed by New
Loan Party;
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(d) Execution and delivery by New Loan Party of a Pledge Agreement
dated as of the date hereof pledging sixty-five percent (65%) of the issued and
outstanding capital stock of Holdings (Hong Kong) and delivery to Lender of
stock certificates (along with appropriate stock powers endorsed in blank)
representing such pledged stock and an acknowledgment of pledge executed by
Holdings (Hong Kong);
(e) Filing of UCC-1 financing statements against New Loan Party in
favor of Lender in such jurisdictions as Lender shall deem necessary, desirable
or prudent;
(f) A Secretary's Certificate of New Loan Party (x) containing a
certification of incumbency regarding the officers of New Loan Party and (y)
certifying (i) the articles or certificate of incorporation of New Loan Party,
(ii) the bylaws of New Loan Party and (iii) resolutions or written
actions/consents of the Board of Directors of New Loan Party authorizing the
execution of this Joinder, the Fourth Amended and Restated Note, the Pledge
Agreement described in paragraph (d) above and any and all other documents,
instruments and agreements required in connection herewith and therewith and the
performance of the obligations of New Loan Party hereunder and thereunder;
(g) Good Standing Certificates in each jurisdiction where New Loan
Party is incorporated and/or qualified to do business;
(h) Written opinion of counsel to New Loan Party in form and
substance satisfactory to Lender;
(i) Uniform Commercial Code, judgment, federal and state tax lien
searches against New Loan Party showing that the Collateral is not subject to
any liens, claims or encumbrances (other than Permitted Liens); and
(j) Any and all other agreements, instruments and documents
requested by Lender to effectuate and implement the terms hereof and the Initial
Loan Documents.
7. Ratification of Initial Loan Documents.
Except as expressly set forth herein, all of the terms and conditions
of the Loan Agreement and Initial Loan Documents are hereby ratified and
confirmed and continue unchanged and in full force and effect. All references to
the Loan Agreement shall mean the Loan Agreement as modified by this Joinder. No
modification hereof shall be binding or enforceable unless in writing and signed
by the party against whom enforcement is sought.
8. Governing Law.
THIS JOINDER, AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM,
SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA (WITHOUT REGARD TO PENNSYLVANIA'S OTHERWISE APPLICABLE PRINCIPALS
OF CONFLICTS OF LAWS) AS TO INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION,
EFFECT, AND IN ALL OTHER RESPECTS, EXCLUDING PERFECTION OF THE SECURITY
INTERESTS IN COLLATERAL LOCATED OUTSIDE OF THE COMMONWEALTH OF PENNSYLVANIA,
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WHICH SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE RELEVANT JURISDICTION
IN WHICH SUCH COLLATERAL IS LOCATED. If any provision of this Joinder shall be
held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or remaining provisions of this
Joinder.
9. Counterparts.
This Joinder may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, and such counterparts
together shall constitute one and the same respective agreement. Signature by
facsimile shall bind the parties hereto.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Fifth Amendment and
Joinder to Loan and Security Agreement the day and year first written above.
LENDER:
LASALLE BUSINESS CREDIT, LLC
By:__________________________________
Name: Xxxxxxx X. Xxxx, Xx.
Title: Vice President
INITIAL LOAN PARTIES:
STONEPATH GROUP, INC.
CONTRACT AIR, INC.
DISTRIBUTION SERVICES, INC.
GLOBAL CONTAINER LINE, INC.
M.G.R. INC., d/b/a AIR PLUS LIMITED
NET VALUE, INC.
STONEPATH LOGISTICS DOMESTIC SERVICES, INC.
STONEPATH LOGISTICS GOVERNMENT SERVICES, INC.,
f/k/a Transport Specialists, Inc.
STONEPATH LOGISTICS INTERNATIONAL SERVICES, INC,
a Delaware Corporation
STONEPATH LOGISTICS INTERNATIONAL SERVICES, INC.,
f/k/a/ Global Transportation Services, Inc.,
a Washington Corporation
STONEPATH OPERATIONS, INC.
UNITED AMERICAN ACQUISITIONS AND MANAGEMENT, INC.
d/b/a UNITED AMERICAN FREIGHT SERVICES, INC.
BY:__________________________________
Name: Xxxx X. Xxxxx
Title: Treasurer
NEW LOAN PARTY:
STONEPATH OFFSHORE HOLDINGS, INC.
BY:__________________________________
Name: Xxxx X. Xxxxx
Title: Treasurer
[Signature Page to Joinder of Stonepath Offshore Holdings]
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