FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • July 26th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • New York
This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into as of July 20, 2023, by and among TBK BANK, SSB, a Texas State Savings Bank, in its capacity as purchaser under the First Lien Loan Documents (in such capacity, and together with its successors and assigns in such capacity, “First Lien Purchaser”), and Alter Domus (US) LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent under the Second Lien Loan Documents (in such capacity, and together with its successors and assigns in such capacity, “Second Lien Agent”).
AMENDED AND RESTATED GENERAL SUBORDINATION AGREEMENTGeneral Subordination Agreement • July 26th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
To induce TBK Bank, SSB (“Senior Creditor”) to extend or to permit any concern for which Senior Creditor may now or in the future act as finance company to extend credit to Debtor and/or to grant financial accommodations to Debtor at any time (including the extension or renewal, in whole or in part, of any antecedent or other debt) upon such terms and for such amounts as may be mutually agreeable to Senior Creditor and Debtor and/or to accept the accounts receivable of Debtor as eligible receivables in the determination of extensions of credit to any concern for which Senior Creditor may act as finance company and/or to induce Senior Creditor to enter into or refrain at this time from terminating a finance agreement with Debtor and to provide financial accommodations thereunder, the Junior Creditor hereby agrees to make subject and subordinate and does hereby make subject and subordinate the payment of the aforementioned indebtedness and any and all other present or future indebtedness
First Amendment to Merger AgreementMerger Agreement • July 26th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
This FIRST Amendment to THE AGREEMENT AND PLAN OF Merger (this “Amendment”), dated as of July 19, 2023, is entered into by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporation (the “Company”). Buyer, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • July 26th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • New York
This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into as of July 20, 2023, by and among UNIQUE LOGISTICS HOLDINGS LIMITED, a Hong Kong corporation (“Seller” and collectively with its successors, permitted transferees and permitted assigns and any other holder of Junior Debt (as defined in the Intercreditor Agreement as defined below, the “Junior Creditors”), TBK BANK, SSB, a Texas State Savings Bank, in its capacity as purchaser under the First Lien Loan Documents (in such capacity, and together with its successors and assigns in such capacity, “First Lien Purchaser”), and ALTER DOMUS (US) LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent under the Second Lien Loan Documents (in such capacity, and together with its successors and assigns in such capacity, “Second Lien Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 26th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • Texas
THIS LOAN AND SECURITY AGREEMENT is made and entered into as of July 20, 2023, by UNIQUE LOGISTICS INTERNATIONAL, INC., a Nevada corporation (“Parent”), UNIQUE LOGISTICS HOLDINGS, INC., a Delaware corporation (“Holdings”), UNIQUE LOGISTICS INTERNATIONAL (NYC), LLC, a Delaware limited liability company (“New York”), UNIQUE LOGISTICS INTERNATIONAL (BOS), INC., a Massachusetts corporation (“Boston” and, together with Parent, Holdings and New York, collectively, “Borrower”) and TBK BANK, SSB, with offices at 3 Park Central, Suite 1700, 12700 Park Central Drive, Dallas, Texas 75251 (hereinafter called “Lender”).
