0001193125-06-260242 Sample Contracts

INTERCOMPANY SUBORDINATION AGREEMENT
Intercompany Subordination Agreement • December 27th, 2006 • Velocity Express Corp • Air courier services • New York

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of December 22, 2006, is entered into among the Obligors (as defined below), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the Lender Group (as defined in the Credit Agreement referred to below) and the Bank Product Provider (as defined in the Credit Agreement referred to below).

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SECURITY AGREEMENT
Security Agreement • December 27th, 2006 • Velocity Express Corp • Air courier services • New York

This SECURITY AGREEMENT (this “Agreement”) is made this 22 day of December, 2006, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as administrative agent (together with its successors and assigns in such capacity, “Agent”) for the Lender Group (as defined in the Credit Agreement referred to below) and the Bank Product Provider (as defined in the Credit Agreement referred to below).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • December 27th, 2006 • Velocity Express Corp • Air courier services • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 22, 2006 (this “Second Supplemental Indenture”), by and among VELOCITY EXPRESS CORPORATION, a Delaware corporation (the “Company”), each Subsidiary Guarantor listed on the signature pages hereto (the “Subsidiary Guarantors”) and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).

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