CONSENT TO CREDIT AGREEMENT

CONSENT TO CREDIT AGREEMENT

This Consent to Credit Agreement (this “Consent”), dated as of April 10, 2008, is among Xxxxx Holdings, Inc. (f/k/a Global Logistics Acquisition Corporation), a Delaware corporation (“Holdings”), The Xxxxx Group, Inc., a Delaware corporation (“Xxxxx Holdings”), Xxxxx Distribution Systems, Inc., a Delaware corporation (“CDS”), Xxxxx Worldwide Transportation, Inc., a Pennsylvania corporation (“CWT”), Highway Distribution Systems, Inc., a Delaware corporation (“HDS”), and Evergreen Express Lines, Inc., a Pennsylvania corporation (together with Holdings, Xxxxx Holdings, CDS, CWT and HDS, the “Borrowers”) and LaSalle Bank National Association, individually as a Lender and as Administrative Agent for the Lenders (as such terms are each defined in the Credit Agreement defined below).

Reference is made to that certain Credit Agreement dated as of February 12, 2008, among the Borrowers, the financial institutions that are or may from time to time become parties thereto as lenders (together with their respective successors and assigns, the “Lenders”) and LaSalle Bank National Association, as Administrative Agent for the Lenders (as amended or otherwise modified through the date hereof, the “Credit Agreement”; except as otherwise expressly provided for herein, capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement).

Section 2.1.2 of the Credit Agreement provides, among other things, that the Commitments of the Lenders to make Term Loans shall expire on the earlier of (i) the date on which all Term Loans have been made and (ii) the date that is 60 days following the Closing Date (the date described in this clause (ii) being the “Outside Term Loan Commitment Date”). The Borrowers have requested that the sole Lender party to the Credit Agreement as of the date hereof consent to the extension of the Outside Term Loan Commitment Date to the date that is 120 days following the Closing Date.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Consent. Subject to the conditions set forth in this Consent, and in reliance on the representations, warranties, covenants and other agreements contained herein, the sole Lender hereby consents to the extension of the Outside Term Loan Commitment Date to the date that is 120 days following the Closing Date. The foregoing consent is expressly intended to be limited in scope and, except as otherwise expressly provided herein, shall not be construed as a waiver, consent or as an amendment or modification of the Credit Agreement.

2. Conditions Precedent. The effectiveness of the consent set forth above is subject to the satisfaction of the following conditions precedent or concurrent:

(a) Receipt by Administrative Agent of counterparts to this Consent duly executed and delivered by Loan Parties;

(b) All proceedings taken in connection with the transactions contemplated by this Consent and all documents, instruments and other legal matters incident thereto shall be satisfactory to Administrative Agent and its legal counsel; and

(c) No Event of Default shall have occurred and be continuing.

3. Representations and Warranties. To induce Administrative Agent and the sole Lender to enter into this Consent, each of the undersigned Loan Parties represents and warrants to Administrative Agent and Lender:

(a) that the execution, delivery and performance of this Consent has been duly authorized by all requisite corporate action on the part of such Loan Party and that this Consent has been duly executed and delivered by such Loan Party;

(b) that each of the representations and warranties set forth in the Loan Documents (other than those which, by their terms, specifically are made as of certain date prior to the date hereof) are true and correct in all material respects as of the date hereof; and

(c) that no Event of Default has occurred and is continuing as of the date hereof.

4. Miscellaneous.

4.1. Expenses. The Borrowers hereby acknowledge and agree that this Consent is a “Loan Document” for purposes of, among other things, Section 15.5 of the Credit Agreement.

4.2. Event of Default. The Borrowers hereby acknowledge and agree that the breach by any Loan Party of any of the representations, warrants and/or covenants set forth in this Consent shall constitute an Event of Default.

4.3. Governing Law. This Consent shall be a contract made under and governed by the internal laws of the State of Illinois.

4.4. Severability. Any provision of this Consent held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Consent and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

4.5. Counterparts. This Consent may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument.

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4.6. Ratification. The terms and provisions set forth in this Consent shall modify and supersede all inconsistent terms and provisions of the Credit Agreement and shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Credit Agreement. Except as expressly modified and superseded by this Consent, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect.

4.7. Reference. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement shall be deemed to be a reference to the Credit Agreement as modified by this Consent.

4.8. Successors. This Consent shall be binding upon the Loan Parties, the Lenders, Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Loan Parties, the Lenders, Administrative Agent and their respective successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers thereunto duly authorized and delivered at Chicago, Illinois as of the date first written above.

				XXXXX HOLDINGS, INC. (f/k/a Global Logistics Acquisition Corporation), as a Borrower
				By:	/s/ Xxxxxxx Xxxxxxxx
				Title:	Vice President and Treasurer

				THE XXXXX GROUP, INC., as a Borrower
				By:	/s/ Xxxxxxx Xxxxxxxx
				Title:	Vice President and Treasurer

				XXXXX DISTRIBUTION SYSTEMS, INC., as a Borrower
				By:	/s/ Xxxxxxx Xxxxxxxx
				Title:	Vice President and Treasurer

				XXXXX WORLDWIDE TRANSPORTATION, INC., as a Borrower
				By:	/s/ Xxxxxxx Xxxxxxxx
				Title:	Vice President and Treasurer

				HIGHWAY DISTRIBUTION SYSTEMS, INC., as a Borrower
				By:	/s/ Xxxxxxx Xxxxxxxx
				Title:	Vice President and Treasurer

				EVERGREEN EXPRESS LINES, INC., as a Borrower
				By:	/s/ Xxxxxxx Xxxxxxxx
				Title:	Vice President and Treasurer

				LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
				By:	/s/ Xxxxxx X. Xxxxx
				Title:	Assistant Vice President