S-1

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As filed with the Securities and Exchange Commission on January 18, 2005

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GeoLogistics Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 4731
(Primary standard industrial
classification code number) 22-3438013
(I.R.S. employer
identification number)

1251 East Dyer Road, Suite 200
Santa Ana, California 92705
(714) 513-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Ronald Jackson
Vice President and General Counsel
GeoLogistics Corporation
1251 East Dyer Road, Suite 200
Santa Ana, California 92705
(714) 513-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
F. Douglas Raymond, III Robert C. Juelke Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, Pennsylvania 19103-6996 (215) 988-2700	W. Clayton Johnson Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock, $0.001 par value per share	$175,000,000	$20,598

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) promulgated under the Securities Act of 1933.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 18, 2005

PROSPECTUS

                      Shares

Common Stock

        We are selling            shares of our common stock and the selling stockholders are selling            shares. We will not receive any proceeds from the sale of the shares by the selling stockholders. The selling stockholders have granted the underwriters an option to purchase up to            additional shares of common stock to cover over-allotments.

        This is the initial public offering of our common stock. We currently expect the initial public offering price to be between $                              and $                               per share. We intend to apply to have the common stock included for quotation on The Nasdaq National Market under the symbol "GEOL."

Investing in our common stock involves risks. See "Risk Factors" beginning on page 10.

	Per Share	Total
Public Offering Price	$	$
Underwriting Discount	$	$
Proceeds to GeoLogistics	$	$
Proceeds to Selling Stockholders	$	$

        Delivery of the shares will be made on or about                        , 2005.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Bear, Stearns & Co. Inc. Citigroup

The date of this prospectus is                        , 2005.

GeoLogistics Corporation
Map of Locations

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, financial condition, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	10
Forward-Looking Statements	20
Recent Developments	21
Use of Proceeds	23
Dividend Policy	24
Capitalization	25
Dilution	27
Selected Historical Consolidated Financial Data	28
Unaudited Pro Forma Condensed Consolidated Financial Data	31
Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Our Industry	50
Business	52
Management	64
Principal and Selling Stockholders	77
Certain Relationships and Related Transactions	79
Description of Capital Stock	82
Shares Eligible for Future Sale	86
U.S. Federal Income Tax Considerations for Non-U.S. Holders	89
Underwriting	92
Legal Matters	95
Experts	95
Where You Can Find Additional Information	95
Index to Financial Statements	F-l

Through and including                    , 2005 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Industry and market data used throughout this prospectus was obtained through company research, surveys and studies conducted by third parties and industry and general publications. While we believe these materials are reliable, they have not been verified by any independent source.

i

PROSPECTUS SUMMARY

This summary highlights some of the material information contained in this prospectus, but may not contain all of the information that is important to you. You should read carefully the entire prospectus, including the risk factors and the financial statements and accompanying notes, before deciding whether to invest in our common stock. All references in this prospectus to "GeoLogistics Corporation," "GeoLogistics," the "company," "our," "us" and "we" refer to GeoLogistics Corporation and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

Overview

        We are a leading non-asset based international freight forwarder that provides services through a global network of 254 company-owned branches in 26 countries and 146 independent agent-owned branches in 66 countries. We provide air and ocean freight forwarding and logistics and customs brokerage services to our customers on a global basis and overland freight forwarding services to our customers primarily in Europe. Our logistics services include inventory management, order fulfillment, warehousing, pick-and-pack services, light assembly and other supply chain management services. We have a strong presence in the major trans-Pacific, trans-Atlantic and Asia-Europe trade lanes, as well as most major intra-Asia trade lanes. Our company-owned branches generated approximately 95% of our revenue during the first nine months of 2004 and are located in countries that together account for approximately 85% of the world's international trade flows.

        We utilize our global network, proprietary information technology system, relationships with transportation providers and complementary logistics services to assist our customers with the management of their global supply chains. We serve a large and diverse base of global and local customers, many of which operate in industries that we believe will experience above-average growth rates. As a non-asset based freight forwarder, we do not own or lease aircraft, ships or heavy-duty trucks. We generally purchase transportation capacity from independent air, ocean and overland transportation providers and resell that capacity to our customers. This approach allows us to provide our customers with broad access to global transportation capacity across a wide range of transportation options, while giving us increased flexibility and the opportunity to achieve a higher return on invested capital.

        Over the last three years, we have implemented a broad based operational turnaround that refocused our business on our core international freight forwarding operations. We also have improved our productivity and reduced our costs by lowering our headcount and overhead expenses and by consolidating underperforming offices as more fully described below. While the primary focus of these initiatives to date has been to improve our operating performance and margins, we believe that these initiatives and the investments we have made in our sales capabilities will enable us to increase our revenue.

Our Recent Restructuring

        Beginning in 2002, we assembled a new management team led by our President and Chief Executive Officer, William J. Flynn, and undertook a comprehensive restructuring of our company through a "back-to-basics" strategy. The specific components of our restructuring included:

•

Focusing on Our Core International Freight Forwarding Business. We concentrated on developing our core business of international freight forwarding and scaled back or eliminated non-core businesses, including many of our stand-alone warehousing logistics operations. We also terminated or repriced business generated from unprofitable customer relationships and concentrated our expansion efforts in targeted trade lanes and selected industries.



•

Improving Productivity. We launched a significant business process re-engineering initiative to improve productivity. As part of this effort, we streamlined order processing, cross-trained personnel and redesigned workflows at some of our large branches and warehouses.

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•

Reducing Costs. We implemented a series of cost reduction initiatives. Specifically, we reduced headcount, lowered overhead expenses, consolidated unprofitable branches and eliminated excess facilities. We also reduced information technology costs by outsourcing certain non-strategic technology activities, and we reduced our transportation costs by achieving more efficient consolidation of shipments destined for a common location.



•

Investing in Our Sales Capabilities. We strengthened the quality and effectiveness of our sales force and invested in other sales and marketing activities.

        We believe these strategic initiatives have been primarily responsible for the improvements in our operations and financial results since 2001 and have enhanced our productivity and service quality.

Our Industry

        The international freight forwarding industry, which is part of the larger global third-party logistics industry, is estimated to be $92.0 billion. We believe the freight forwarding industry will grow over the next several years due to expected growth in the world's economy, increasing global sourcing of goods and services, increasing demand for just-in-time and other time definite inventory management services and an increasing trend among companies to outsource transportation management and related logistics services to third-party logistics providers.

        Freight forwarders generally serve as intermediaries between their customers and transportation carriers by consolidating shipments from multiple customers and delivering a larger, single consignment to the transportation carrier. In the case of international forwarders, the freight forwarder usually arranges for the transport of shipments by air and ocean carriers, although some international freight forwarders do provide overland freight forwarding services for inter-country shipments. As intermediaries, freight forwarders generally do not own or lease the underlying transportation assets but act as service providers. The "asset light" nature of forwarding affords freight forwarders flexibility in providing various transportation options to their customers. Also, freight forwarders generally do not bear the expense of owning, operating and maintaining transportation assets and are able to match their purchases of transportation capacity with the demand for such capacity, which can translate into more predictable operating results and the opportunity to achieve a higher return on invested capital.

Our Competitive Strengths

        We believe our competitive strengths are:

•

Global Network and Local Market Expertise. We combine the benefits of a global network with the local market knowledge of our branch-level employees, the vast majority of whom are citizens of the countries in which they operate. The combination of our scale, our global network and our local market knowledge allows us to meet our customers' specific needs and serve them globally on a cost-effective basis.



•

Substantial Asian Presence. We are one of the ten largest international freight forwarders in substantially all of the Asian markets we believe to be commercially important. We believe that we are one of the three largest international freight forwarders on the intra-Asian trade lanes, which are among the largest and fastest growing in the world.



•

Strong Negotiating Leverage on Major Trade Lanes. We have a strong presence on the major trans-Pacific, trans-Atlantic, Asia-Europe and intra-Asia trade lanes. We also have a balanced demand for both import and export volumes and strong relationships with our carriers. As a result, we are able to obtain favorable pricing throughout the year and access to capacity during seasonal peaks, both of which are important factors in attracting and retaining customers.

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•

Well-Balanced Product Offerings. We have well-balanced product capabilities on a global basis across air and ocean freight forwarding, logistics and customs brokerage services and, in the case of Europe, overland freight forwarding. Our broad range of product offerings, together with our global network, provides us with an advantage in competing for business because many customers are seeking to simplify their transportation management by consolidating their volume with one or a few freight forwarders.



•

Highly Experienced Senior Management Team with Proven Execution Capabilities. Members of our senior management team have an average of over 20 years of experience in the transportation, logistics and freight forwarding industries. Our senior management team has demonstrated its execution capabilities by successfully implementing an operational and financial turnaround of our business and by creating a foundation for profitable growth.



•

Integrated Global Information Technology Platform. We use a single, fully integrated global information technology platform that provides us with service and cost advantages by standardizing operating procedures and allowing for seamless execution and communication with our customers and among our branch offices worldwide.

Our Strategy

        Our strategy is to grow our revenue and profits by:

•

Leveraging Our Strong Market Position in Asia. We plan to continue to use our expertise, relationships and purchasing leverage in Asia to further develop our operations in that region and, in particular, to increase volume in the outbound Asia Pacific trade lanes. We believe these efforts will create additional business opportunities to provide inbound freight management services in other regions, including within Asia and in Europe and the Americas.



•

Building on Recent New Business Wins in the Americas. Our strengthened sales force secured new business in the trans-Pacific, trans-Atlantic and Latin American trade lanes in 2004, and we believe our increased sales effort will yield additional new business wins.



•

Pursuing Select Middle-Market Customers. We believe middle-market customers tend to value service quality more highly than price. We believe we are well positioned to target this segment because our branches are predominately managed and staffed by citizens of the countries in which they are located, giving us the local market knowledge and contacts to identify potential customers.



•

Building on Our Position in Targeted High-Growth Industries. We plan to build on our existing strength in selected industries, such as the technology and retail industries, which we believe will experience above-average growth rates. We also intend to target select industries where we have competitive strengths on a regional basis, such as the automotive industry in Europe and the Americas and logistics support for major infrastructure projects in the Americas and Asia.



•

Leveraging Our Scale and Strength on Major Trade Lanes. Our significant freight volumes on high traffic international trade lanes provide us with the purchasing power to negotiate attractive rates and secure capacity during seasonal peaks. We plan to continue to focus on high traffic international lanes, with an emphasis on freight consolidation at gateway cities to drive even higher volumes, and we plan to utilize our overland capabilities in Europe to capture increased volumes to and from Eastern Europe.



•

Continuing to Improve Our Productivity and Service Quality and Realizing Operating Efficiencies. We plan to use the rigorous productivity improvement techniques that we used over the last three years to drive continued cost reductions and increased service quality. Because our network infrastructure is largely in place, we believe additional growth will result in greater overhead absorption and increased operating efficiency and will strengthen our ability to offer attractive rates to existing and potential customers.

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Risks Relating to an Investment in Our Common Stock

        Before deciding whether to invest in our common stock, you should carefully consider the risks related to such an investment, including the following:

•

We have experienced operating losses in the past and may fail to attain profitability, particularly if we fail to execute our strategies effectively or if we do not continue to improve our results of operations.



•

We conduct business throughout the world, and our results of operations are directly affected by international trade volumes.



•

Our international operations expose us to difficulties associated with managing distant operations and other risks.



•

Our industry is intensely competitive and is consolidating. If we cannot maintain sufficient market presence, we may not be able to compete successfully against larger competitors.



•

We may need additional financing to fund our operations and finance our growth, but we may be unable to obtain financing on terms acceptable to us or at all.



•

We depend on our senior management team, and the loss of any of our executives could materially and adversely affect our business.



•

Because our business depends on commercial air carriers, air charter operators, ocean freight carriers and other transportation companies, changes in available cargo capacity or other changes affecting such carriers, including interruptions in service and increases in operating costs, may hurt our business.

        For more information on these and other risks that we face, see "Risk Factors" beginning on page 10 of this prospectus. You should carefully consider those risks, together with the other information in this prospectus, before deciding whether to invest in our common stock.

Recent Developments

        In December 2004, we simplified our capital structure in a series of transactions that included (i) a combination of our existing common stock on a ten-for-one basis, (ii) the issuance of warrants covering 6,534,956 shares of our common stock to holders of our then existing Series A and Series B Preferred Stock (the "Recapitalization Warrants"), (iii) the conversion of our existing Series A, Series C and Series D Preferred Stock into an aggregate of 9,900,346 shares of common stock, (iv) the cancellation of our Series B Preferred Stock, and (v) the issuance of 26,491.635 shares of new Series A Preferred Stock, which have an aggregate liquidation preference of approximately $26.5 million and which were issued to Questor Partners Fund II, L.P. and certain of its affiliated investment funds (collectively, "Questor Partners") in exchange for approximately $26.5 million of debt and accrued interest owed by us to them (collectively, the "Recapitalization Transactions").

        Immediately before completion of this offering, assuming the Recapitalization Warrants are in-the-money, they will be exercised on a cashless basis. In addition, we will terminate our 2002 Equity Appreciation Rights Plan (the "2002 Plan") and will issue to each of its participants holding equity appreciation units ("EAUs"), each of whom is a current or former employee of ours, a combination of restricted and unrestricted shares of our common stock and options to acquire our common stock at an exercise price equal to the initial public offering price per share in this offering. As a result of these transactions and a stock dividend we intend to declare on our shares of common stock,            shares of our common stock will be outstanding immediately before the completion of this offering. While the initial public offering price per share in this offering will affect how the outstanding shares of our common stock will be allocated among holders of the Recapitalization Warrants, holders of EAUs and our other stockholders, it will not affect the aggregate number of our shares that will be outstanding immediately before the completion of this offering.

        Also in December 2004, we entered into secured term loans totaling $10.0 million. See "Recent Developments."

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The Offering

Common stock we are offering	shares
Common stock the selling stockholders are offering	shares,            of which will be offered by Questor Partners Fund II, L.P. and certain affiliated investment funds. See "Principal and Selling Stockholders." Following this offering, Questor Partners and its affiliated investment funds will own    % of our outstanding common stock.
Total common stock to be outstanding after this offering	shares
Use of proceeds	We intend that the net proceeds from this offering will be used as follows:
	•	approximately $            million will be used to redeem our Series A Preferred Stock and to pay the accrued and unpaid dividends thereon,
	•	approximately $            million will be used to repay the outstanding principal and accrued interest under our secured term loans,
	•	approximately $            million will be used to pay fees owed to certain stockholders under management agreements that will be terminated upon completion of this offering, and
	•	the balance, which we expect to be approximately $             million, will be used to repay amounts outstanding under our senior credit facilities.
	We will not receive any proceeds from the sale of shares by the selling stockholders. See "Use of Proceeds."
Dividend policy	We do not anticipate paying any cash dividends on our common stock for the foreseeable future. See "Dividend Policy."
Risk factors	See "Risk Factors" beginning on page 10 and other information contained elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Proposed Nasdaq National Market symbol	"GEOL"

5

The total number of shares of our common stock expected to be outstanding immediately after this offering includes 10,000,310 shares outstanding as of December 31, 2004, plus:

•

shares of common stock to be issued immediately before this offering in connection with the termination of the 2002 Plan, the cashless exercise of the Recapitalization Warrants and a stock dividend (collectively, the "Additional Pre-Offering Shares"), and



•

shares of common stock to be issued in connection with this offering.

The total number of shares of our common stock expected to be outstanding after this offering excludes:

•

shares of common stock that will be issuable upon the exercise of stock options to be awarded immediately before the completion of this offering under our 2005 Equity Incentive Plan (the "2005 Plan") that will have an exercise price equal to the initial public offering price per share in this offering, and



•

shares of common stock that will be reserved for issuance in connection with future equity awards under the 2005 Plan upon completion of this offering.

Unless we specifically state otherwise, all information in this prospectus assumes:

•

no exercise of the underwriters' over-allotment option, and



•

that the initial public offering price of our shares of common stock will be the midpoint of the price range set forth on the front cover of this prospectus.

Corporate Information

        We were incorporated in Delaware in 1996. Our principal executive offices are located at 1251 East Dyer Road, Suite 200, Santa Ana, California 92705, and our telephone number at that address is (714) 513-3000. Our website address is www.geo-logistics.com. The information on, or accessible through, our website is not part of this prospectus.

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Summary Consolidated Financial Data

        The table below provides a summary of our historical consolidated financial data for each of the three years in the period ended December 31, 2003 and for the nine month periods ended September 30, 2003 and 2004. We derived the statement of operations data and other data for the years ended December 31, 2001, 2002 and 2003 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the statement of operations data and other data for the nine month periods ended September 30, 2003 and 2004 and the balance sheet data as of September 30, 2004 from our unaudited consolidated financial statements included elsewhere in this prospectus.

        The table below also includes our pro forma as adjusted consolidated financial data for the year ended December 31, 2003 and the nine months ended September 30, 2004 and our pro forma and pro forma as adjusted consolidated financial data as of September 30, 2004. The balance sheet data presented in the "Pro Forma" column of the table below reflects the following events as if they had occurred as of September 30, 2004:

•

the Recapitalization Transactions, and



•

our receipt of the $10.0 million secured term loans.

        The statement of operations data and other data presented in the "Pro Forma As Adjusted" columns of the table below reflect the above events and the following events as if they had occurred on January 1, 2003, and the balance sheet data presented in the "Pro Forma As Adjusted" column of the table below reflects the above events and the following events as if they had occurred on September 30, 2004:

•

the issuance of            Additional Pre-Offering Shares,



•

the issuance of options to purchase            shares of our common stock immediately before completion of this offering that will have an exercise price equal to the initial public offering price per share in this offering,



•

the termination of management agreements between us and certain stockholders that will occur upon completion of this offering, and



•

the sale of            shares of our common stock in this offering and the use of the net proceeds from this offering as described in "Use of Proceeds."

        Our unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in our opinion, reflect all adjustments necessary for a fair presentation of this data in all material respects. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. The unaudited pro forma and pro forma as adjusted financial data do not purport to present our actual financial position or results if the events described above had occurred as of the dates indicated.

        You should read this summary consolidated financial data together with "Recent Developments," "Use of Proceeds," "Capitalization," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

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																		Pro Forma As Adjusted Nine Months Ended September 30, 2004
											Pro Forma As Adjusted Year Ended December 31, 2003	Nine Months Ended September 30,
		Year Ended December 31,
		2001			2002			2003				2003			2004
											(in thousands)
Statement of Operations Data:
Revenues		$	1,191,822		$	1,226,831		$	1,375,361		$	$	991,091		$	1,135,510		$
Transportation and other direct costs			918,400			925,822			1,054,784				758,408			879,800
Net revenues			273,422			301,009			320,577				232,683			255,710
Selling, general and administrative expenses (1)			295,567			305,616			314,526				232,392			241,028
Restructuring charges			1,519			8,626			10,702				6,901			2,348
Depreciation and amortization			13,044			11,542			9,962				7,660			7,054
Operating (loss) income			(36,708	)		(24,775	)		(14,613	)			(14,270	)		5,280
Interest expense, net			9,557			4,124			5,921				3,721			7,528
Other expense (income), net			859			(1,036	)		74				41			(1,863	)
Loss from continuing operations before income taxes and minority interests			(47,124	)		(27,863	)		(20,608	)			(18,032	)		(385	)
Provision for income taxes			4,764			5,431			5,214				3,918			3,869
Minority interests			2,375			3,331			3,708				2,975			2,172
Loss from continuing operations			(54,263	)		(36,625	)		(29,530	)			(24,925	)		(6,426	)
Discontinued operations:
	Loss from operations of discontinued business segment, net of taxes		4,531			—			—				—			—
	Loss on sale of discontinued business segment, net of taxes		9,714			—			—				—			—
Extraordinary item—gain on debt restructuring			(77,505	)		—			—				—			—
Net income (loss)			8,997			(36,625	)		(29,530	)			(24,925	)		(6,426	)
Preferred stock dividends/accretion			49,113			30,837			47,410				39,674			30,833
Net loss applicable to common shares		$	(40,116	)	$	(67,462	)	$	(76,940	)	$	$	(64,599	)	$	(37,259	)	$
Other Data:
EBITDA (2)		$	(26,898	)	$	(15,528	)	$	(8,433	)	$	$	(9,626	)	$	12,025		$
Adjusted EBITDA (2)			(22,145	)		1,523			17,780				6,540			18,561
Capital expenditures			7,182			8,471			11,772				7,502			4,450

	As of September 30, 2004
	Actual			Pro Forma			Pro Forma As Adjusted
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	24,732		$	34,732		$
Working capital		9,764			20,475
Restricted cash		8,806			8,806
Total assets		440,896			450,896
Total debt		101,494			85,713
Stockholders' equity (deficit)		(321,885	)		(2,162	)

(1)

Includes costs for external consulting services and for our employees dedicated to our organizational restructuring and business process re-engineering activities, recruiting and other costs associated with building a new management team and other related charges. These costs were $0, $3,730, $9,329, $4,449 and $2,079 for the years ended December 31, 2001, 2002 and 2003, and the nine month periods ended September 30, 2003 and 2004, respectively.

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        (2)   "EBITDA" represents earnings before losses from discontinued operations, extraordinary items, interest, taxes and depreciation and amortization. "Adjusted EBITDA" represents EBITDA before other expense (income), minority interests, restructuring charges and other related charges classified as selling, general and administrative expenses (see Note 1) and management fees paid to certain related parties. EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to net income or cash flow from operations, as determined under U.S. generally accepted accounting principles, or GAAP. We use EBITDA and Adjusted EBITDA to facilitate operating performance comparisons from period to period. In addition, we believe EBITDA facilitates company to company operating performance comparisons by backing out potential differences caused by variations due to discontinued operations and extraordinary items, as well as variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. We further believe that EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present EBITDA when reporting their results. We use Adjusted EBITDA as a supplemental measure to assess our performance, because it excludes management fees we currently pay to certain related parties, which fees will not continue following completion of this offering, restructuring charges and other related charges (see Note 1), other expense (income) and minority interests, none of which our management views as indicative of our ongoing operating performance. We also use Adjusted EBITDA as a performance measure in setting our executive compensation and in making performance-based bonus determinations. We present EBITDA and Adjusted EBITDA because we believe that it is useful for investors to analyze disclosures of our operating results on the same basis as that used by our management.

        EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider either in isolation, or as a substitute for analyzing our results as reported under GAAP. Some of these limitations are:

•

EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments,



•

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs,



•

EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt,



•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements,



•

the restructuring charges that we exclude from our calculation of Adjusted EBITDA have been incurred in each of the periods presented, and the other related charges classified as selling, general and administrative expenses that we exclude from our calculation of Adjusted EBITDA have been incurred in 2002, 2003 and 2004, and



•

other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

        Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as the primary measures of our operating performance or as measures of discretionary cash available to us to invest in the growth of our business. See the consolidated statements of operations and cash flows included in our financial statements included elsewhere in this prospectus. The following is a reconciliation of EBITDA and Adjusted EBITDA to net income (loss):

																			Pro Forma As Adjusted Nine Months Ended September 30, 2004
												Pro Forma As Adjusted Year Ended December 31, 2003	Nine Months Ended September 30,
			Year Ended December 31,
			2001			2002			2003				2003			2004
												(in thousands)
Adjusted EBITDA			$	(22,145	)	$	1,523		$	17,780		$	$	6,540		$	18,561		$
	Add (subtract):
		Other (expense) income, net		(859	)		1,036			(74	)			(41	)		1,863
		Minority interests		(2,375	)		(3,331	)		(3,708	)			(2,975	)		(2,172	)
		Restructuring charges		(1,519	)		(8,626	)		(10,702	)			(6,901	)		(2,348	)
		Other related charges (see Note 1)		—			(3,730	)		(9,329	)			(4,449	)		(2,079	)
		Management fees		—			(2,400	)		(2,400	)			(1,800	)		(1,800	)
EBITDA				(26,898	)		(15,528	)		(8,433	)			(9,626	)		12,025
	Add (subtract):
		Losses from discontinued operations		(14,245	)		—			—				—			—
		Extraordinary item—gain on debt restructuring		77,505			—			—				—			—
		Depreciation and amortization		(13,044	)		(11,542	)		(9,962	)			(7,660	)		(7,054	)
		Interest expense, net		(9,557	)		(4,124	)		(5,921	)			(3,721	)		(7,528	)
		Provision for income taxes		(4,764	)		(5,431	)		(5,214	)			(3,918	)		(3,869	)
Net income (loss)			$	8,997		$	(36,625	)	$	(29,530	)	$	$	(24,925	)	$	(6,426	)	$

9

RISK FACTORS

Investing in our common stock involves risks. You should carefully consider the risks described below and all other information in this prospectus, including our consolidated financial statements and accompanying notes, before deciding whether to invest in our common stock. The risks and uncertainties described below are those we believe to be material, but they are not the only ones we face. If any of the following risks, or other risks and uncertainties that we have not yet identified or that we currently consider not to be material, occur, our business, prospects, financial condition, results of operations or cash flows could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have experienced operating losses in the past and may fail to attain profitability, particularly if we fail to execute our strategies effectively or if we do not continue to improve our results of operations.

        We experienced operating losses in each of the last three years and in the nine months ended September 30, 2004, and there is no assurance that we will attain profitability. We reported losses from continuing operations of $54.3 million, $36.6 million and $29.5 million for the years ended December 31, 2001, 2002 and 2003, respectively, and of $6.4 million for the nine months ended September 30, 2004. Over the past three years, we have undertaken a series of significant strategic initiatives designed to improve our results of operations and position us for future growth. The key elements of this strategy include concentrating on our core international freight forwarding business, improving productivity, reducing costs and investing in our sales capabilities. However, we may be unable to achieve, or sustain over the long-term, the desired effects of this strategy. Accordingly, there is no assurance that we will not experience operating losses in the future.

We conduct business throughout the world, and our results of operations are directly affected by international trade volumes.

        Our business is directly affected by the volume of international trade. Trade volumes are influenced by many economic, political and other factors that are beyond our control, including:

•

recessionary economic cycles, downturns in particular industries and other general economic factors,



•

interest rate and currency fluctuations,



•

U.S. and foreign laws relating to tariffs, trade restrictions, foreign investments and taxation,



•

episodic events that affect the international shipment of goods, such as the outbreak of Severe Acute Respiratory Syndrome (SARS) in 2003, which limited the availability of air freight capacity from the Asia Pacific region for several months, and



•

natural disasters, wars, civil unrest, acts of terrorism and other armed conflicts.

These factors may adversely affect our customers' demand for and ability to pay for our services, and, in some cases, may adversely affect our ability to supply our services. These factors are difficult, and in some cases impossible, to predict, so we may not be able to foresee events that could have an adverse effect on our business.

Our international operations expose us to difficulties associated with managing distant operations and other risks.

        We conduct the majority of our business outside of the United States, and we anticipate that revenue from our international operations, particularly from the Asia Pacific region and Europe, will

10

continue to account for a significant amount of our future revenue. There are risks inherent in conducting our business internationally, including:

•

difficulties in staffing and managing dispersed international operations,



•

general political and economic instability in international markets,



•

limitations on the repatriation of our assets, including cash,



•

expropriation of our international assets,



•

different liability standards and less developed legal systems that may be less predictable than those in the United States, and



•

intellectual property laws of countries that do not protect our intellectual property rights to the same extent as the laws of the United States.

These factors may have an adverse effect on our operations in certain international markets resulting in harm to our business.

Our industry is intensely competitive and is consolidating. If we cannot maintain sufficient market presence, we may not be able to compete successfully against larger competitors.

        The freight forwarding industry is intensely competitive, and we expect it to remain so for the foreseeable future. We face competition from other freight forwarders, integrated carriers, logistics companies and third-party freight brokers. We also compete with associations of shippers organized for the purpose of consolidating their members' shipments to obtain lower freight rates from carriers and with carriers' internal sales forces and shippers' transportation departments, which perform functions similar to the services we offer. Much of our competition comes from major U.S. and foreign-owned firms that have networks of offices and offer a wide variety of services, many of which are more extensive than ours. Many of our competitors also have significantly greater financial, technical and marketing resources than we do. The intense competition in our industry may result in reduced revenues, reduced margins or loss of market share, any of which could adversely affect our business and our results of operations.

        There currently is a trend within our industry toward consolidation of niche players into larger companies that are attempting to increase their global presence through the acquisition of freight forwarders and logistics companies. If we cannot maintain sufficient market presence in our industry through internal expansion or acquisitions, we may not be able to compete successfully against larger companies in our industry.

We may need additional financing to fund our operations and finance our growth, but we may be unable to obtain financing on terms acceptable to us or at all.

        During each of the three years in the period ended December 31, 2003 and the nine months ended September 30, 2004, we incurred debt and/or issued redeemable preferred stock to finance negative cash flows from our operations. We may require additional financing to fund our operations and to implement our current or future strategies. Some of our credit facilities limit our ability to use proceeds outside of a particular country or group of countries. As a result, we may require additional financing to fund our operations in countries in which we do not have existing credit facilities. In addition, when our existing credit facilities expire, we may need to obtain replacement financing. There can be no assurance that additional or replacement financing will be available to us on commercially reasonable terms or at all. If we incur additional debt, our interest expense would increase. If we raise capital through the sale of equity securities, the percentage ownership of our existing stockholders would be diluted. In addition, any new equity securities may have rights, preferences or privileges

11

senior to those of our common stock. If we are unable to obtain additional or replacement financing, our ability to fund our operations and meet our plans for expansion would be adversely affected.

We depend on our senior management team, and the loss of any of our executives could materially and adversely affect our business.

        Over the last three years, we have assembled a strong senior management team to implement our strategic initiatives. The success of these initiatives and our future performance depend, in significant part, upon the continued service of our senior management team. We have entered into employment agreements with some of our senior executives, but these agreements cannot assure us of their continued services. The unplanned loss of the services of one or more of our executives could have an adverse effect on our business and operating results. We must continue to develop and retain a strong core group of senior executives if we are to realize our goal of growing our business and attaining profitability. We cannot assure you that we will be successful in our efforts. We do not maintain key person life insurance for any of our employees.

Our ability to operate in some countries is restricted by foreign regulations and controls on investments.

        Many countries restrict or control foreign investments to varying degrees. These restrictions and controls have limited, and may continue to restrict or preclude, our investment in joint ventures or business acquisitions outside of the United States or may increase the costs to us of entering into such transactions. Various governments, particularly in the Asia Pacific region, require governmental approval before foreign persons may make investments in domestic businesses and also limit the extent of any such investments. Furthermore, various governments may require governmental approval for the repatriation of capital and income by foreign investors. There can be no assurance that we will be able to secure such approvals when we seek them. There also can be no assurance that additional or different restrictions or policies adverse to us will not be imposed in the future or, if imposed, as to their duration or effect.

We are dependent on our relationships with our agents and key employees in some countries.

        We conduct business in some countries using a local agent who can provide knowledge of the local market conditions and facilitate the acquisition of necessary licenses and permits. We rely in part upon the services of these agents, as well as our country-level chief executive officers, branch managers and other key employees, to market our services, to act as intermediaries with customers and to provide other services on our behalf. There can be no assurance that we will continue to be successful in maintaining our relationships with our agents or key employees, or that we will find qualified replacements for agents and key employees who terminate their relationships with us. Because our agents and employees occasionally have the primary relationship with our customers, we likely would lose some customers if a particular agent or employee were to terminate his or her relationship with us. The loss of or failure to obtain qualified agents or employees in a particular country or region could result in the temporary or permanent cessation of our operations and/or the failure to develop our business in that country or region.

If we cannot maintain adequate levels of utilization in our warehouses, our results of operations may be adversely effected.

        To support some of the logistics and ancillary services that we provide to our customers, we have entered into long-term commitments for certain of our warehouse and distribution facilities. These leases generally have terms longer than our related customer contracts. We must pay rent under these leases even if our customers decide not to renew or otherwise terminate their agreements with us. If some of our customers terminate their relationship with us and we are unable to obtain new customers

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to fill the excess warehouse capacity created by the loss of the customers' business, our results of operations could be adversely affected.

Because our business depends on commercial air carriers, air charter operators, ocean freight carriers and other transportation companies, changes in available cargo capacity or other changes affecting such carriers, including interruptions in service and increases in operating costs, may hurt our business.

        We use third-party commercial air carriers, air charter operators, ocean freight carriers, trucking companies, railroads and other transportation companies to transport our customers' goods. Consequently, our ability to transport freight for our customers may be adversely affected by shortages in available cargo capacity and other factors not within our control, including changes by carriers and other transportation companies in their scheduling, pricing, payment terms and service policies and practices. Reductions in air freight, ocean freight or overland freight capacity could hurt our revenues and results of operations. Material interruptions in service or stoppages in transportation, whether caused by bad weather, strike, work stoppage, lock-out, slowdown or otherwise, could also adversely affect our business and results of operations.

        Our operating results are also vulnerable to price increases from our carriers, including those caused by increases in their operating costs for items such as fuel, taxes and labor. Because freight costs represent a significant portion of our costs, even relatively small increases in freight rates, if we are unable to pass them through to our customers, are likely to adversely affect our results of operations.

If we are not able to sell capacity that we charter from our air carriers and container space that we purchase from ocean shipping lines, we will not be able to recover our out-of-pocket costs and our results of operations may suffer.

        We charter capacity from air carriers and purchase container space from ocean shipping lines in advance for a portion of our shipments. We then solicit freight from our customers to fill this capacity. If we are not successful in selling all of our purchased air charter capacity or ocean container space, we may not be able to recover our costs for such purchases.

Our business is subject to seasonal trends and factors affecting our customers.

        Historically, our operating results have been subject to seasonal trends. Our first fiscal quarter is traditionally weaker than our other fiscal quarters, and our third and fourth fiscal quarters have generally been our strongest. This seasonality is due to many factors, including holiday seasons, consumer demand, climate and economic conditions. Any decrease in our revenues or margins during the third and fourth quarters could have a disproportionate impact on our results of operations or financial condition. There can be no assurance that our historic operating patterns will continue in future periods, as we cannot influence or forecast many of these factors.

        A substantial portion of our revenues is derived from customers in industries whose shipping patterns are tied closely to consumer demand or are based on just-in-time production schedules. Therefore, our revenue is, to a large degree, affected by factors that are outside of our control, including shifting consumer and manufacturing demands and economic cyclicality. Additionally, because many customers ship a significant portion of their goods at or near the end of a calendar quarter, we may not learn of a shortfall in revenues until late in a given quarter.

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If we fail to maintain and upgrade our information technology systems to meet the demands of our customers and protect our information technology systems against risks that we cannot control, our business may be adversely affected.

        We compete for customers based in part on the flexibility and sophistication of our information technology systems. The failure of the hardware or software that supports these systems, the loss of data contained in the systems or the inability to access or interact with our website or connect with our customers electronically, could significantly disrupt our operations, prevent customers from placing orders or cause us to lose freight, orders or customers. If our information technology systems are unable to handle additional volume as our business and scope of services grow, our service levels and operating efficiency will likely decline. In addition, we expect that our customers will continue to demand increasingly sophisticated information technology systems from their freight forwarders. If we fail to hire or retain qualified persons to implement, maintain and protect our information technology systems, or if we fail to upgrade or replace our information technology systems to handle increased volumes and levels of complexity and meet the increased demands of our customers, our business may be adversely affected.

        Our information technology systems are dependent upon global communications providers, web browsers, telephone systems and other aspects of the Internet infrastructure that have experienced significant system failures and electrical outages in the past. Our systems are also susceptible to outages due to fire, floods, power loss, telecommunications failures and similar events. Although we have implemented network security measures, our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering. The occurrence of any of these events could disrupt or damage our information technology systems and adversely affect our internal operations, our ability to provide services to our customers and the ability of our customers to access our information technology systems.

We conduct our business in many countries and, consequently, foreign currency fluctuations could result in currency translation exchange gains or losses or could increase or decrease the book value of our assets.

        Although our reporting currency is the U.S. dollar, we derive a substantial portion of our gross revenues and incur a substantial portion of our expenses in currencies other than the U.S. dollar. Because our operations are global, we expect this to continue. Appreciation or depreciation in the value of other currencies as compared to the U.S. dollar will result in currency translation exchange gains or losses that may be material and may obscure certain operating trends or adversely affect our reported earnings. Additionally, the assets and liabilities of our international operations are denominated in the currencies of the countries where those assets are located. As such, when the value of those assets is translated into U.S. dollars, foreign currency exchange rates may adversely affect their reported book value. While the effects of exchange rate fluctuations are uncertain, they will directly affect our reported operating results and financial condition.

If we are not reimbursed for amounts that we advance for our customers, we may experience losses or bad debt expenses.

        We make significant disbursements on behalf of our customers in connection with our business, including contracting for freight transportation services and the payment of customs duties. A significant portion of our billings to our customers are for the reimbursement of these disbursements. The credit analysis we conduct on our customers may not accurately predict the collectibility of our disbursements. If we are unable to recover these disbursements in a timely manner, our results of operations would be adversely affected.

14

We are financially dependent on receiving distributions from our subsidiaries, and we could be harmed if such distributions are not made in the future.

        All of our operations are conducted through our subsidiaries. Consequently, we rely on dividends or advances from our subsidiaries to meet our financial obligations. The ability of our subsidiaries to pay dividends and to make loans and advances to us is subject to applicable local laws and other restrictions including, but not limited to, tax and currency exchange laws, as well as limitations under our credit facilities. These laws and restrictions therefore could adversely affect our ability to finance our operations.

The failure to implement effective policies and procedures to prevent the unlawful transportation or storage of hazardous, explosive or illegal materials could subject us to large fines, penalties or lawsuits.

        We are subject to a broad range of environmental and workplace health and safety laws and regulations, including those governing the storage, handling and disposal of solid and hazardous waste and the shipment of explosive or illegal substances. If we are found to be in violation of applicable environmental or workplace health and safety laws and regulations, or if there is a finding that our policies and procedures fail to satisfy requisite minimum safeguards or otherwise do not comply with applicable laws or regulations, we could be subject to large fines, penalties or lawsuits, and we may face bans on making future shipments in particular geographic areas. In addition, if a release of hazardous substances occurs on or from our facilities or from a carrier we use, we may be required to participate in the remedy of, or otherwise bear liability for, such release. In such case, we also may be subject to claims for personal injury, property damage and natural resource damages. In 2003, the United States Environmental Protection Agency ("EPA") filed a civil complaint against us alleging the improper storage of hazardous waste at our Laredo, Texas facility. The complaint sought a penalty of $374,500. We recently settled the matter with the EPA for a civil penalty of $45,000 and agreed to undertake a supplemental environmental project costing $100,000. A supplemental environmental project is a mechanism used by the EPA by which we agreed voluntarily to undertake an environmentally beneficial project in exchange for a reduction in penalty.

If we fail to comply with applicable governmental regulations, including new security measures resulting from recent terrorist attacks, we could be subject to substantial fines, penalties, revocation of our permits and licenses or criminal liability.

        We are subject to various laws, rules and regulations and are required to obtain and maintain various licenses and permits in each of the countries in which we conduct business, some of which are difficult to obtain. Further, we are subject to highly complex and detailed customs laws and regulations and export and import controls. In addition, under some countries' applicable export laws and regulations (including those of the United States), we have an obligation to exercise reasonable care to ensure that each of our customers is in compliance with such laws and regulations, including laws and regulations requiring that the customer obtain appropriate licenses for shipments and accurately declare the contents of shipments for customs purposes. Our business also is affected by regulatory and legislative changes, such as the new security measures resulting from recent terrorist attacks, that can affect the economics of the global transportation services industry by requiring changes in our operating practices or influencing the demand for, or the costs of providing, services to our customers. For example, while under current regulations, the contents of our customers' shipments are not required to independently be verified by us when they are delivered to us sealed, we nonetheless may be subject to inquiries or investigations if those shipments contain illegal goods, which could interfere with our operations and increase our operating costs. If we experience an increase in operating costs as a result of such regulatory and legislative changes, we may be unable to pass these increased costs on to our customers.

15

        We have adopted compliance programs and procedures designed to help us comply with applicable laws, rules and regulations. While we believe these programs generally are effective, because of the complexity of these laws, rules and regulations and the global scope of our business, we may not in all cases be in compliance. Our own internal audits of our compliance programs and procedures have identified certain instances where our employees failed to follow our internal procedures. If we fail to comply with applicable laws, rules or regulations, to exercise reasonable care with respect to our customers' shipments or to maintain required licenses or permits, we could be subject to substantial fines, criminal liability and/or suspension or revocation of our operating permits or authorities.

If we are unable to limit our liability for customers' claims through contract terms and the purchase of insurance, we could be required to pay large amounts to our customers as compensation for their claims and our results of operations could be materially adversely affected.

        In general, we seek to limit by contract our liability to our customers for loss or damage to their goods, and we seek to maintain insurance against such claims. However, we have from time to time made payments to our customers for claims related to our services. If we experience an increase in the number of such claims or an increase in liability for such claims, our business and results of operations could be adversely affected. There can be no assurance that our insurance coverage will provide us with adequate coverage for such claims or that the maximum amounts for which we are liable in connection with our services will not change in the future. In addition, significant increases in insurance costs could adversely affect our results of operations.

There are substantial limitations on our ability to use our existing net operating loss carryforwards, and these limitations may increase by reason of future changes of ownership in our stock.

        We had U.S. federal net operating loss carryforwards, or "NOLs," of approximately $94.1 million as of December 31, 2003, which are due to expire in the years 2011 through 2023, and we expect to generate substantial additional U.S. federal NOLs in the current taxable year, which may be used to offset future taxable income through 2024. Internal Revenue Code section 382 imposes certain limitations on a corporation's ability to use its NOLs in the event of an "ownership change." In general, the limitation under section 382 consists of an annual limitation on the amount of pre-ownership change NOLs that may be used to offset post-ownership change taxable income. This annual limitation amount is calculated by multiplying the value of a corporation's stock immediately before the ownership change by the then "long-term tax-exempt rate" (which is a rate published monthly by the Internal Revenue Service, based on average after-tax yields on long-term Treasury securities). Generally, an "ownership change" occurs if the aggregate increase in the percentage of stock ownership, by value, of the corporation by one or more 5% or greater stockholders (including specified groups of stockholders who in the aggregate own at least 5% of that corporation's stock) exceeds 50 percentage points over a three-year testing period. We believe that we experienced such an ownership change in November 2001, which substantially limits our ability to use our pre-November 2001 loss carryforwards, which total approximately $69.0 million. Future changes in ownership of our shares could result in a further ownership change for purposes of section 382, which would further limit our ability to use our U.S. NOLs.

        As of December 31, 2003, we also had foreign NOLs, a portion of which have an indefinite life and the remainder of which are due to expire in the years 2004 through 2012. We expect to generate additional foreign NOLs this year. Our ability to use our foreign NOLs to shelter our foreign income is subject to various limitations that depend on the tax laws of the relevant jurisdictions.

16

Risks Related to this Offering and Ownership of Our Common Stock

The shares you purchase in this offering will experience immediate and substantial dilution.

        The initial public offering price of our common stock will be substantially higher than its book value per share. Purchasers of our common stock will incur dilution of $                  per share in the net book value of their purchased shares, assuming an initial public offering price of $                  per share, the midpoint of the price range set forth on the front cover of this prospectus. The shares of our common stock owned by existing stockholders will receive a material increase in the net book value per share. You may experience additional dilution if we issue more common stock in the future. As a result of this dilution, you may receive significantly less than the full purchase price you paid for the shares in the event of our liquidation.

We are a "controlled company," controlled by a single stockholder who can control or substantially influence the outcome of all matters voted upon by our stockholders and prevent actions that other stockholders may view favorably.

        At December 31, 2004, Questor Partners owned approximately 91% of our outstanding common stock, and will own approximately            % of our outstanding common stock immediately after giving effect to this offering (or approximately            % if the underwriters' over-allotment option is exercised in full). In addition, five of our seven directors are affiliates of Questor Partners. As a result, Questor Partners is able to control or substantially influence all matters requiring stockholder approval, including the election of directors, the adoption of amendments to our certificate of incorporation, the approval of significant corporate transactions, such as a merger with another company, and any other matter requiring a majority vote of stockholders. This concentration of ownership could delay or prevent a change in control of our company or impede a merger, consolidation, takeover or other business combination that you, as a stockholder, may view favorably. It is possible that the interests of Questor Partners may in some circumstances conflict with our interests and the interests of our other stockholders.

        Because Questor Partners will own more than 50% of the voting power of our company after giving effect to this offering, we are considered a "controlled company" for the purposes of The Nasdaq National Market listing requirements. As a result, we are exempt from certain of the Nasdaq's corporate governance requirements, including requirements that (1) a majority of our board of directors consist of independent directors, (2) compensation of our officers be determined or recommended to the board of directors by a majority of independent directors or by a compensation committee composed of independent directors and (3) our director nominees be selected or recommended for selection by a majority of independent directors or by a nominating committee consisting of independent directors. Following this offering, we intend to utilize these exemptions, so our board of directors will not have a majority of independent directors, and our compensation and nominating and corporate governance committees will not consist entirely of independent directors. Accordingly, you may not have certain protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of The Nasdaq National Market, and the approval of certain significant corporate decisions could be determined by directors who are not independent.

Because our common stock has never been publicly traded, a trading market may not develop and you may not be able to sell your stock.

        Before this offering, there has been no public market for our common stock. We cannot predict the extent to which investor interest will lead to the development of an active or liquid trading market in our common stock. The initial public offering price for the shares was determined by negotiations among us, the selling stockholders and the representatives of the underwriters and may not be

17

indicative of the market price of our common stock that will prevail in the trading market. Investors may incur substantial losses as a result of decreases in the market price of our common stock, including decreases unrelated to our financial condition, operating performance or prospects.

The price of our common stock may be volatile, which could cause investors to incur trading losses and fail to realize a return on their investments.

        The market price of our common stock could fluctuate widely and decline as a result of a number of factors, including:

•

our short- and long-term operating performance and the operating performance of other companies in the global transportation services industry,



•

changes in our net revenue or net income or in earnings estimates of or recommendations by securities analysts,



•

publication of research reports about us or our industry by securities analysts,



•

speculation in the media or investment community,



•

political, monetary, social and economic events and conditions in the markets we serve,



•

currency fluctuations and devaluations,



•

hostilities and terrorist acts, and



•

general financial and economic conditions, including factors not directly related to our performance, as well as other factors identified in this prospectus as potential risks for us.

        Some companies that have had volatile market prices for their securities have been subject to securities class action suits filed against them. If such a suit were to be filed against us, regardless of the outcome, it could result in substantial costs and a diversion of our management's attention and resources, which could have an adverse effect on our business and results of operations.

Future sales of our common stock may affect the trading price of our common stock.

        We cannot predict what effect, if any, future sales of shares of our common stock, or the availability of shares of our common stock for future sale, will have on the trading price of our common stock. Sales of substantial amounts of our common stock in the public market following this offering, or the perception that such sales could occur, could adversely affect the trading price of our common stock and may make it more difficult for you to sell your shares of common stock at a time and price that you deem appropriate. Upon completion of this offering, we will have            shares of common stock outstanding and an additional            shares of common stock will be issuable upon the exercise of outstanding options and warrants. The shares of common stock to be sold in this offering will be freely transferable, except that shares sold to our "affiliates," as that term is defined in Rule 144 under the Securities Act of 1933, as amended, will be "restricted securities" subject to the volume limitations and the other restrictions on resale under Rule 144.

        Our executive officers, directors and all of the selling stockholders, who collectively will own substantially all of our common stock outstanding immediately before this offering, and we have agreed for a period of            days after the date of this prospectus, that with limited exceptions they and we will not, without the prior written consent of Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. on behalf of the underwriters, directly or indirectly, offer to sell, pledge or otherwise dispose of or hedge any shares of our common stock. As these lock-up agreements expire, the market price of our common stock could drop significantly if the holders of the shares subject to these agreements sell, or are perceived by the market as intending to sell, their shares.

18

        After the expiration of the            day lock-up period, the holders of approximately            shares of our common stock will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. By exercising their registration rights and selling a large number of shares, these holders could cause the price of our common stock to decline. In addition, immediately following this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register    shares of our common stock issued or reserved for issuance under the 2005 Plan.

        See "Shares Eligible for Future Sale" for further information regarding circumstances under which additional shares of our common stock may be sold.

We do not expect to pay cash dividends on our common stock.

        We do not expect to pay cash dividends on our common stock in the foreseeable future. In addition, many of the agreements governing our indebtedness restrict our ability to pay cash dividends. Accordingly, if you purchase shares in this offering, the price of our common stock must appreciate in order to realize a gain on your investment, which may not occur.

We will incur increased costs as a result of being a public company.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as related rules adopted by the Securities and Exchange Commission and The Nasdaq National Market, have imposed substantial requirements on public companies, including requiring changes in corporate governance practices and requirements relating to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

Failure to achieve and maintain effective internal controls could have a material adverse effect on our business, operating results and stock price.

        Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important in helping prevent financial fraud. If we are unable to achieve and maintain adequate internal controls, our business and operating results could be harmed. We are also beginning to evaluate how to document and test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules of the SEC, which require, among other things, our management to assess annually the effectiveness of our internal control over financial reporting and our registered public accounting firm to issue a report on that assessment beginning with our Form 10-K for the year ended December 31, 2005. During the course of this documentation and testing, we may identify deficiencies that we may be unable to remediate before the requisite deadline for those reports. If our management or our registered public accounting firm were to conclude in their reports that our internal control over financial reporting was inadequate, investors could lose confidence in our reported financial information and the trading price of our stock could drop significantly.

Our charter documents and Delaware law may deter potential acquirers of our business and may thus depress our stock price.

        Upon completion of this offering, our certificate of incorporation and our bylaws will contain provisions that could delay, deter or prevent a change of control of our company that our stockholders might consider favorable. In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may discourage, delay, deter or prevent certain business combinations with stockholders owning 15% or more of our outstanding voting stock. These and other provisions in our charter documents may make it more difficult for stockholders or potential acquirers to initiate actions that are opposed by the then-current board of directors, which may delay or impede a merger, tender offer, proxy contest or other change of control transaction involving our company. Any delay, deterrence or prevention of a change of control transaction could cause stockholders to lose a substantial premium over the then-current market price of their shares.

19

FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements" that are based on our current expectations, estimates, forecasts and projections about our company and our industry. These forward-looking statements reflect our current views about future events and can be identified by terms such as "estimate," "expect," "anticipate," "project," "plan," "intend," "believe," "will," "should," "could" or "may," and variations of such words and similar expressions of a forward-looking nature. These statements are not guarantees of future events and involve risks and uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in such statements.

        Important factors that could cause actual outcomes and results to differ materially from the forward-looking statements we make include those discussed under "Risk Factors." We undertake no obligation to revise the forward-looking statements included in this prospectus to reflect any future events or circumstances, except as required by the federal securities laws.

20

RECENT DEVELOPMENTS

Recapitalization Transactions

        In December 2004, we entered into the Recapitalization Transactions to simplify our capital structure. In these transactions:

•

Our existing common stock was combined on a ten-for-one basis.



•

Recapitalization Warrants covering 6,534,956 shares of our common stock were issued to holders of our then existing Series A and Series B Preferred Stock.



•

All of our issued and outstanding shares of our then existing Series A, Series C and Series D Preferred Stock (and all accrued and unpaid dividends on these shares) were converted into an aggregate of 9,900,346 shares of our common stock.



•

Our Series B Preferred Stock was cancelled.



•

26,491.635 shares of new Series A Preferred Stock were issued to Questor Partners. The new Series A Preferred Stock, which has an initial aggregate liquidation preference of approximately $26.5 million, was issued in exchange for approximately $26.5 million of debt and accrued interest owed by us to Questor Partners.

        The Recapitalization Warrants may be exercised only on a cashless basis and only if they are in-the-money upon the closing of an initial public offering of our common stock or upon the sale of all or substantially all of the equity or assets of our company. The Recapitalization Warrants will be cancelled if they are out-of-the-money upon the closing of any such transaction. We expect the Recapitalization Warrants will be in-the-money and therefore will be exercised immediately before the completion of this offering. In addition, immediately before completion of this offering, we will terminate the 2002 Plan as discussed below and will issue to each of its participants holding EAUs, each of whom is a current or former employee of ours, a combination of restricted and unrestricted shares of our common stock and options to acquire our common stock at an exercise price equal to the initial public offering price per share in this offering. As a result of these transactions and a stock dividend we intend to declare on our shares of common stock,             shares of our common stock will be outstanding immediately before the completion of this offering. In this prospectus, we refer to the shares of our common stock to be issued upon the cashless exercise of the Recapitalization Warrants, upon the termination of the 2002 Plan and through the stock dividend as the "Additional Pre-Offering Shares." While the initial public offering price per share in this offering will affect how the outstanding shares of our common stock will be allocated among holders of the Recapitalization Warrants, holders of EAUs and our other stockholders, it will not affect the aggregate number of our shares that will be outstanding immediately before the completion of this offering.

        The new Series A Preferred Stock has a cumulative cash dividend at the rate of 16% per annum of the liquidation preference through January 14, 2005, 18% per annum of the liquidation preference from January 15, 2005 through January 14, 2006 and 20% per annum of the liquidation preference thereafter. In each case, a dividend at a rate of 12% per annum of the liquidation preference will be payable quarterly in cash. The remaining portion of the dividend is payable only upon the occurrence of certain specified liquidation events or a redemption of the new Series A Preferred Stock, and it will bear interest in arrears at the current dividend rate, compounding on each dividend payment date. We have the right to, and Questor Partners, as the holders of the new Series A Preferred Stock, have the right to cause us to, redeem the stock at the earlier to occur of January 15, 2007, the closing of an initial public offering of our common stock or the sale of all or substantially all of the equity or assets or our company. We intend to use a portion of the net proceeds from this offering to redeem the new Series A Preferred Stock and to pay the accrued and unpaid dividends thereon.

21

Equity Appreciation Rights Plan

        The participants in the 2002 Plan have agreed that, immediately before completion of this offering, the 2002 Plan will be terminated and each participant's EAUs will be exchanged for a combination of the following: (i) restricted shares of our common stock, (ii) unrestricted shares of our common stock, and (iii) options to acquire shares of our common stock at an exercise price equal to the initial offering price per share in this offering. Assuming the initial public offering price of our shares of common stock will be the midpoint of the price range set forth on the front cover of this prospectus, we expect to issue an aggregate            shares of restricted common stock,             shares of unrestricted common stock and options to acquire            shares of our common stock in connection with the termination of the 2002 Plan. The shares of restricted stock and stock options will vest over a           year period, subject to acceleration for certain events.

        If the initial public offering price of our shares of common stock does not equal the midpoint of the price range set forth on the front cover of this prospectus, the number of restricted and unrestricted shares of our common stock issued to the holders of the EAUs will change, but the number of options to be issued will not. For example, if the intial public offering price of our shares of common stock equals the high end of the price range set forth on the front cover of this prospectus,              restricted shares of our common stock and               unrestricted shares of our common stock will be issued to the holders of the EAUs. If the initial public offering price of our shares of common stock equals the low end of the price range set forth on the front cover of this prospectus,              restricted shares of our common stock and              unrestricted shares of our common stock will be issued to the holders of the EAUs. These changes will not affect the aggregate number of our shares of common stock that will be outstanding immediately before the completion of this offering.

Secured Term Loans

        On December 28, 2004, we and certain of our U.S. and U.K. subsidiaries entered into secured term loans totaling $10.0 million with Citicorp North America, Inc., Bear Stearns Corporate Lending Inc. and their respective U.K. affiliates. Citicorp North America is an affiliate of Citigroup Global Markets Inc., and Bear Stearns Corporate Lending is an affiliate of Bear, Stearns & Co. Inc. Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. are acting as joint book-running managers of this offering. The loans are secured by second liens on the collateral pledged under our senior credit facilities, as well as certain other assets. Interest rates on the loans are variable and increase the longer the loans are outstanding. The initial interest rate on the U.K. loan is the adjusted U.S. dollar LIBOR rate plus a margin of 650 basis points. The initial interest rate on the U.S. loan is at our option either the base rate plus a margin of 550 basis points or the adjusted U.S. dollar LIBOR rate plus a margin of 650 basis points. At December 31, 2004, the weighted-average interest rate on these loans was 9.05%. Net proceeds from the loans were used for working capital and general corporate purposes. We intend to use a portion of the net proceeds from this offering to repay these new loans.

22

USE OF PROCEEDS

        We expect that we will receive approximately $                      million in net proceeds from this offering after deducting estimated offering expenses and estimated underwriting discounts and commissions. We will not receive any proceeds from shares of our common stock sold by the selling stockholders.

        We intend that the net proceeds will be used as follows:

•

Approximately $               million will be used to redeem the outstanding shares of our new Series A Preferred Stock and to pay the accrued and unpaid dividends thereon. The new Series A Preferred Stock, which has an initial aggregate liquidation preference of approximately $26.5 million, has a cumulative cash dividend at the rate of 16% per annum of the liquidation preference through January 14, 2005, 18% per annum of the liquidation preference from January 15, 2005 through January 14, 2006 and 20% per annum of the liquidation preference thereafter. In each case, a dividend at a rate of 12% per annum of the liquidation preference will be payable quarterly in cash. The remaining portion of the dividend is payable only upon the occurrence of certain specified liquidation events or a redemption of the new Series A Preferred Stock, and it will bear interest in arrears at the current dividend rate, compounding on each dividend payment date. The redemption price of the Series A Preferred Stock includes a premium of $250,000 above the liquidation preference. The holders of new Series A Preferred Stock, Questor Partners, received the Series A Preferred Stock in December 2004 in exchange for the cancellation of indebtedness (including accrued interest) that we owed them of approximately $26.5 million.



•

Approximately $              million will be used to repay all of the outstanding principal and accrued interest under our $10.0 million secured term loans that mature on the earlier of the maturity date of our senior credit facilities (currently, April 30, 2006) or June 28, 2006. The interest rates on the loans are variable and increase the longer the loans are outstanding. The initial interest rate on the U.K. loan is the adjusted U.S. dollar LIBOR rate plus a margin of 650 basis points. The initial interest rate on the U.S. loan is at our option either the base rate plus a margin of 550 basis points or the adjusted U.S. dollar LIBOR rate plus a margin of 650 basis points. At December 31, 2004, the weighted-average interest rate on these loans was 9.05%. Net proceeds from these loans were used for working capital and general corporate purposes.



•

Approximately $            million will be used to pay fees owed to certain stockholders under management agreements that will be terminated upon completion of this offering.



•

The balance of the net proceeds, which we expect to be approximately $                              million, will be used to repay amounts outstanding under our senior credit facilities in the United States and United Kingdom, which mature April 30, 2006. The interest rate on the U.S. facility is variable and is calculated by applying a margin of 50 basis points above the prime rate of the parent of the lender or 300 basis points above the eurodollar rate. The interest rate on the U.K. facility is variable and is calculated using a margin of 300 basis points above British pound LIBOR. At December 31, 2004, the weighted-average interest rates on the U.S. and U.K. facilities were 5.50% and 7.84%, respectively.

23

DIVIDEND POLICY

        We have not declared or paid any cash dividends on our common stock in the last five years. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Our ability to pay cash dividends on our common stock is limited by the terms of our current credit facilities and may be further restricted by the terms of any of our future debt. Any future determination as to the declaration and payment of cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements, restrictions contained in our agreements, legal requirements and other factors considered relevant by our board of directors at that time.

        We are a holding company and have no direct operations. Our ability to pay cash dividends depends, in part, on the ability of our subsidiaries to pay cash dividends. Our subsidiaries are subject to legal restrictions under the laws of the jurisdictions in which they operate, and in some cases, restrictions under credit facilities, that limit their ability to declare and pay cash dividends. We are financially dependent on receiving distributions from our subsidiaries, and we could be harmed if such distributions are not made in the future. See "Risk Factors."

24

CAPITALIZATION

        The table below sets forth our unaudited cash and cash equivalents, restricted cash and capitalization as of September 30, 2004:

•

on an actual basis,



•

on a pro forma basis to give effect to the Recapitalization Transactions that occurred in December 2004 and our receipt of the $10.0 million secured term loans in December 2004, and



•

on a pro forma as adjusted basis to give effect to (i) the Recapitalization Transactions, (ii) our receipt of the $10.0 million secured term loans, (iii) the issuance of            Additional Pre-Offering Shares immediately before the completion of this offering, and (iv) the completion of this offering and our receipt and application of the estimated net proceeds.

        See "Recent Developments" and "Use of Proceeds."

25

        You should read this table together with our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

			As of September 30, 2004
			Actual			Pro Forma			Pro Forma as Adjusted
			(in thousands, except share data)
Cash and cash equivalents			$	24,732		$	34,732		$
Restricted cash				8,806			8,806
Total cash, cash equivalents and restricted cash			$	33,538		$	43,538		$
Current portion of long-term debt			$	24,900		$	24,900
Stockholder notes				25,781			—
Other long-term debt, less current portion				50,813			50,813
Secured term loans				—			10,000
	Total debt			101,494			85,713
Redeemable Preferred Stock:
	Series A Preferred Stock, liquidation preference of $1,000 per share, 36,107 shares authorized and 36,100 shares issued and outstanding at September 30, 2004, no shares authorized, issued and outstanding following the recapitalization or upon completion of this offering			48,734			—
	Series B Preferred Stock, liquidation preference of $1,000 per share, 24,000 shares authorized, issued and outstanding at September 30, 2004, no shares authorized, issued and outstanding following the recapitalization or upon completion of this offering			34,080			—
	Series C Preferred Stock, initial liquidation preference of $1,000 per share, 35,000 shares authorized, issued and outstanding at September 30, 2004, no shares authorized, issued and outstanding following the recapitalization or upon completion of this offering			83,951			—
	Series D Preferred Stock, initial liquidation preference of $1,000 per share, 88,000 shares authorized and 73,000 shares issued and outstanding at September 30, 2004, no shares authorized, issued and outstanding following the recapitalization or upon completion of this offering			152,958			—
	New Series A Preferred Stock, liquidation preference of $1,000 per share, no shares authorized, issued and outstanding at September 30, 2004, 30,000 shares authorized and 26,492 shares issued and outstanding following the recapitalization, and 30,000 shares authorized and no shares issued and outstanding upon completion of this offering			—			26,492
		Total redeemable preferred stock		319,723			26,492
Stockholders' Equity (Deficit):
Common stock, $0.001 par value, 5,000,000 shares authorized and 99,964 shares issued and outstanding at September 30, 2004, 50,000,000 shares authorized and 10,000,310 shares issued and outstanding following the recapitalization, 150,000,000 shares authorized and    shares issued and outstanding upon completion of this offering				—			10
Additional paid-in capital				—			319,713
Accumulated deficit				(315,461	)		(315,461	)
Accumulated other comprehensive loss				(6,424	)		(6,424	)
	Total stockholders' equity (deficit)			(321,885	)		(2,162	)
		Total capitalization	$	99,332		$	110,043		$

The number of shares of common stock issued and outstanding on a pro forma and pro forma as adjusted basis above excludes:

•

shares of common stock that will be issuable upon the exercise of stock options to be awarded under the 2005 Plan to holders of EAUs immediately before completion of this offering that will have an exercise price equal to the initial public offering price per share in this offering, and



•

shares of common stock that will be reserved for issuance in connection with future equity awards under the 2005 Plan upon completion of this offering.

26

DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share and the net book value per share of our common stock after this offering. Our pro forma net book value at September 30, 2004 was approximately $                              million or $             per share of common stock. We determined pro forma net book value per share at September 30, 2004 by dividing our pro forma net book value (total book value of our assets less total liabilities and total redemption value of the outstanding shares of our new Series A Preferred Stock) by            , which is the pro forma number of shares of our common stock outstanding at September 30, 2004. These pro forma amounts reflect the effects of:

•

the Recapitalization Transactions,



•

our receipt of the $10.0 million secured term loans, and



•

the issuance of            Additional Pre-Offering Shares immediately before the completion of this offering.

        After giving effect to the sale of            shares of our common stock at an assumed initial public offering price of $                  per share, the midpoint of the price range set forth on the front cover of this prospectus, deducting estimated offering expenses and estimated underwriting discounts and commissions and giving effect to the use of the net proceeds of the offering set forth in "Use of Proceeds," our pro forma as adjusted net book value at September 30, 2004 would have been approximately $                   million or approximately $                  per share of common stock. This represents an immediate increase in pro forma net book value of $                  per share to existing stockholders and an immediate dilution in pro forma net book value of $                  per share to new investors in this offering. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share	$
Pro forma net book value per share at September 30, 2004	$
Net increase in pro forma book value per share attributable to this offering
Pro forma as adjusted net book value per share after this offering	$
Dilution per share to new investors	$

        The following table sets forth on an as adjusted basis as of September 30, 2004, the differences between the number of shares of common stock purchased from us, the total consideration paid and the average prices per share paid by existing stockholders and by new investors, before deducting estimated offering expenses and estimated underwriting discounts and commissions, at an assumed initial public offering price of $                  per share, the midpoint of the price range set forth on the front cover of this prospectus.

		Shares Purchased		Total Consideration
						Average Price Per Share
		Number	Percent	Amount	Percent
Existing stockholders			%	$	%	$
New investors				$
	Total		%	$	%	$

27

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The table below presents our selected historical consolidated financial data for each of the five years in the period ended December 31, 2003 and for the nine month periods ended September 30, 2003 and 2004. We derived the statement of operations data and other data for the years ended December 31, 1999 and 2000 and the balance sheet data as of December 31, 1999, 2000 and 2001 from our audited financial statements for those years, which are not included in this prospectus. We derived the statement of operations data and other data for the years ended December 31, 2001, 2002 and 2003 and the balance sheet data as of December 31, 2002 and 2003 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the statement of operations data and other data for the nine month periods ended September 30, 2003 and 2004 and the balance sheet data as of September 30, 2004 from our unaudited consolidated financial statements included elsewhere in this prospectus.

        Our unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in our opinion, reflect all adjustments necessary for a fair presentation of this data in all material respects. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.

        You should read this selected historical consolidated financial data together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

28

		Year Ended December 31,															Nine Months Ended September 30,
		1999			2000			2001			2002			2003			2003			2004
		(in thousands)
Statement of Operations Data:
Revenues		$	1,345,155		$	1,293,063		$	1,191,822		$	1,226,831		$	1,375,361		$	991,091		$	1,135,510
Transportation and other direct costs			1,020,393			992,427			918,400			925,822			1,054,784			758,408			879,800
Net revenues			324,762			300,636			273,422			301,009			320,577			232,683			255,710
Selling, general and administrative expenses (1)			350,623			301,560			295,567			305,616			314,526			232,392			241,028
Restructuring charges			15,299			609			1,519			8,626			10,702			6,901			2,348
Asset impairment charges			11,888			—			—			—			—			—			—
Depreciation and amortization			14,898			13,306			13,044			11,542			9,962			7,660			7,054
Operating (loss) income			(67,946	)		(14,839	)		(36,708	)		(24,775	)		(14,613	)		(14,270	)		5,280
Interest expense, net			20,400			21,639			9,557			4,124			5,921			3,721			7,528
Gain on sale of business			(68,920	)		—			—			—			—			—			—
Other expense (income), net			809			130			859			(1,036	)		74			41			(1,863	)
Loss from continuing operations before income taxes and minority interests			(20,235	)		(36,608	)		(47,124	)		(27,863	)		(20,608	)		(18,032	)		(385	)
Provision for income taxes			24,106			3,296			4,764			5,431			5,214			3,918			3,869
Loss from continuing operations before minority interests			(44,341	)		(39,904	)		(51,888	)		(33,294	)		(25,822	)		(21,950	)		(4,254	)
Minority interests			1,478			1,966			2,375			3,331			3,708			2,975			2,172
Loss from continuing operations			(45,819	)		(41,870	)		(54,263	)		(36,625	)		(29,530	)		(24,925	)		(6,426	)
Discontinued operations:
	Loss from operations of discontinued business segment, net of taxes		3,892			5,377			4,531			—			—			—			—
	Loss on sale of discontinued business segment, net of taxes		—			—			9,714			—			—			—			—
Net loss before extraordinary item			(49,711	)		(47,247	)		(68,508	)		(36,625	)		(29,530	)		(24,925	)		(6,426	)
Extraordinary item—gain on debt restructuring			—			—			(77,505	)		—			—			—			—
Net (loss) income			(49,711	)		(47,247	)		8,997			(36,625	)		(29,530	)		(24,925	)		(6,426	)
Preferred stock dividends/accretion			2,100			2,100			49,113			30,837			47,410			39,674			30,833
Net loss applicable to common shares		$	(51,811	)	$	(49,347	)	$	(40,116	)	$	(67,462	)	$	(76,940	)	$	(64,599	)	$	(37,259	)
Other Data:
EBITDA (2)		$	13,585		$	(3,629	)	$	(26,898	)	$	(15,528	)	$	(8,433	)	$	(9,626	)	$	12,025
Adjusted EBITDA (2)			34,869			266			(22,145	)		1,523			17,780			6,540			18,561
Capital expenditures			5,583			7,148			7,182			8,471			11,772			7,502			4,450

	As of December 31,
																As of September 30, 2004
	1999			2000			2001			2002			2003
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	2,617		$	22,383		$	20,183		$	17,229		$	18,821		$	24,732
Working capital		5,740			(92,995	)		(7,972	)		(9,419	)		(4,822	)		9,764
Restricted cash		4,407			4,162			4,115			7,023			10,702			8,806
Total assets		395,052			415,542			346,486			366,656			429,470			440,896
Total debt		165,036			198,564			32,716			50,299			76,467			101,494
Stockholders' equity (deficit)		(60,930	)		(116,665	)		(135,815	)		(204,771	)		(284,115	)		(321,885	)

29

        (1)   Includes costs for external consulting services and for our employees dedicated to our organizational restructuring and business process re-engineering activities, recruiting and other costs associated with building a new management team and other related charges. These costs were $3,698, $1,190, $0, $3,730, $9,329, $4,449 and $2,079 for the years ended December 31, 1999, 2000, 2001, 2002 and 2003, and the nine month periods ended September 30, 2003 and 2004, respectively.

        (2)   "EBITDA" represents earnings before losses from discontinued operations, extraordinary items, interest, taxes and depreciation and amortization. "Adjusted EBITDA" represents EBITDA before other expense (income), minority interests, restructuring charges and other related charges classified as selling, general and administrative expenses (see Note 1) and management fees paid to certain related parties. EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to net income or cash flow from operations, as determined under GAAP. We use EBITDA and Adjusted EBITDA to facilitate operating performance comparisons from period to period. In addition, we believe EBITDA facilitates company to company operating performance comparisons by backing out potential differences caused by variations due to discontinued operations and extraordinary items, as well as variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. We further believe that EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present EBITDA when reporting their results. We use Adjusted EBITDA as a supplemental measure to assess our performance, because it excludes management fees we currently pay to certain related parties, which fees will not continue following completion of this offering, restructuring charges and other related charges (see Note 1), other expense (income) and minority interests, none of which our management views as indicative of our ongoing operating performance. We also use Adjusted EBITDA as a performance measure in setting our executive compensation and in making performance-based bonus determinations. We present EBITDA and Adjusted EBITDA because we believe that it is useful for investors to analyze disclosures of our operating results on the same basis as that used by our management.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider either in isolation, or as a substitute for analyzing our results as reported under GAAP. Some of these limitations are:

•

EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments,



•

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs,



•

EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt,



•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements,



•

the restructuring charges that we exclude from our calculation of Adjusted EBITDA have been incurred in each period presented, and the other related charges classified as selling, general and administrative expenses that we exclude from our calculation of Adjusted EBITDA have been incurred in 2002, 2003 and 2004, and



•

other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as the primary measures of our operating performance or as measures of discretionary cash available to us to invest in the growth of our business. See the consolidated statements of operations and cash flows included in our financial statements included elsewhere in this prospectus. The following is a reconciliation of EBITDA and Adjusted EBITDA to net (loss) income:

			Year Ended December 31,															Nine Months Ended September 30,
			1999			2000			2001			2002			2003			2003			2004
			(in thousands)
Adjusted EBITDA			$	34,869		$	266		$	(22,145	)	$	1,523		$	17,780		$	6,540		$	18,561
	Add (subtract):
		Other (expense) income, net		(809	)		(130	)		(859	)		1,036			(74	)		(41	)		1,863
		Minority interests		(1,478	)		(1,966	)		(2,375	)		(3,331	)		(3,708	)		(2,975	)		(2,172	)
		Restructuring charges		(15,299	)		(609	)		(1,519	)		(8,626	)		(10,702	)		(6,901	)		(2,348	)
		Other related charges (see Note 1)		(3,698	)		(1,190	)		—			(3,730	)		(9,329	)		(4,449	)		(2,079	)
		Management fees		—			—			—			(2,400	)		(2,400	)		(1,800	)		(1,800	)
EBITDA				13,585			(3,629	)		(26,898	)		(15,528	)		(8,433	)		(9,626	)		12,025
	Add (subtract):
		Losses from discontinued operations		(3,892	)		(5,377	)		(14,245	)		—			—			—			—
		Extraordinary item—gain on debt restructuring		—			—			77,505			—			—			—			—
		Depreciation and amortization		(14,898	)		(13,306	)		(13,044	)		(11,542	)		(9,962	)		(7,660	)		(7,054	)
		Interest expense, net		(20,400	)		(21,639	)		(9,557	)		(4,124	)		(5,921	)		(3,721	)		(7,528	)
		Provision for income taxes		(24,106	)		(3,296	)		(4,764	)		(5,431	)		(5,214	)		(3,918	)		(3,869	)
Net (loss) income			$	(49,711	)	$	(47,247	)	$	8,997		$	(36,625	)	$	(29,530	)	$	(24,925	)	$	(6,426	)

30

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

        The following unaudited pro forma condensed consolidated financial statements have been prepared by management and are based on our historical financial statements included elsewhere in this prospectus.

        The information included in the "Pro Forma" columns of the unaudited consolidated financial statements below has been adjusted to give effect to the following:

•

the Recapitalization Transactions, and



•

the $10.0 million secured term loans that we entered into in December 2004.

        In addition to reflecting the above events, the information presented in the "Pro Forma As Adjusted" columns of the unaudited consolidated financial statements below has been adjusted to give effect to the following events that will occur in connection with this offering:

•

the issuance of        Additional Pre-Offering Shares,



•

the issuance of options to purchase            shares of our common stock immediately before completion of this offering that will have an exercise price equal to the public offering price per share in this offering,



•

the termination of management agreements between us and certain stockholders that will occur upon completion of this offering, and



•

the sale of        shares of our common stock in this offering and the use of the net proceeds from this offering as described in "Use of Proceeds."

        The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2003, and the nine months ended September 30, 2004 give effect to the items described above as if the transactions had occurred as of January 1, 2003. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2004 gives effect to the items described above as if the transactions had occurred on September 30, 2004. The pro forma adjustments and offering adjustments are based upon available information, estimates and certain assumptions that we believe are reasonable, and in our opinion, all adjustments have been made that are necessary to present fairly the pro forma and pro forma as adjusted data in all material respects. However, the unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and do not purport to represent what our financial condition or results of operations would actually have been had these transactions in fact occurred as of the dates indicated above, nor does the information purport to project our financial condition or results of operations at any future date or for any future period. For example, the unaudited pro forma condensed consolidated financial statements do not reflect the incremental costs we may incur as a public company or the effects of the following charges that we expect to incur during 2005:

•

a $        million charge as a result of terminating the 2002 Plan,



•

a $        million charge in connection with the termination of management agreements with certain stockholders, and



•

a $        million charge in connection with the repayment of amounts outstanding under our $10.0 million secured term loans.

We also expect to incur additional charges of $            in each of the next            years related to the vesting of restricted shares of our common stock issued in connection with terminating the 2002 Plan. In addition, we will issue options to purchase shares of our common stock in connection with the termination of the 2002 Plan, which may cause us to incur charges based upon the terms of their issuance and accounting methods in effect at the time of issuance.

        The accompanying unaudited pro forma financial information should be read in conjunction with "Use of Proceeds," "Capitalization," "Dilution," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

31

Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2004
(in thousands, except share data)

			Actual			Pro Forma Adjustments			Pro Forma			Offering Adjustments	Pro Forma As Adjusted
ASSETS
Current Assets:
	Cash and cash equivalents		$	24,732		$	10,000	(a)	$	34,732
	Accounts receivable:
		Trade, net		280,314						280,314
		Other		4,166						4,166
	Deferred income taxes			507						507
	Prepaid expenses			12,248						12,248
	Other current assets			8,060						8,060
		Total current assets		330,027			10,000			340,027
Net property and equipment, at cost				44,817						44,817
Deferred income taxes				470						470
Goodwill and indefinite lived intangible assets				28,209						28,209
Restricted cash				8,806						8,806
Other assets				28,567						28,567
			$	440,896		$	10,000		$	450,896
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
	Accounts payable		$	221,642					$	221,642
	Accrued employee related expenses			27,407						27,407
	Income taxes payable			6,523						6,523
	Other current liabilities			39,791			(711)	(b)		39,080
	Current portion of long-term debt			24,900						24,900
		Total current liabilities		320,263			(711	)		319,552
Stockholder notes				25,781			(25,781)	(b)		0
Other long-term debt, less current portion				50,813			10,000	(a)		60,813
Employee benefit liabilities				32,054						32,054
Other noncurrent liabilities				8,437						8,437
Minority interests				5,710						5,710
		Total liabilities		443,058			(16,492	)		426,566
Commitments and contingencies
Redeemable Preferred Stock:
	Series A Preferred Stock, liquidation preference of $1,000 per share, 36,107 shares authorized and 36,100 shares issued and outstanding at September 30, 2004, no pro forma or pro forma as adjusted shares authorized, issued and outstanding			48,734			(48,734)	(c)		—
	Series B Preferred Stock, liquidation preference of $1,000 per share, 24,000 shares authorized, issued and outstanding at September 30, 2004, no pro forma or pro forma as adjusted shares authorized, issued and outstanding			34,080			(34,080)	(c)		—
	Series C Preferred Stock, initial liquidation preference of $1,000 per share, 35,000 shares authorized, issued and outstanding at September 30, 2004, no pro forma or pro forma as adjusted shares authorized, issued and outstanding			83,951			(83,951)	(c)		—
	Series D Preferred Stock, initial liquidation preference of $1,000 per share, 88,000 shares authorized and 73,000 shares issued and outstanding at September 30, 2004, no pro forma or pro forma as adjusted shares authorized, issued and outstanding			152,958			(152,958)	(c)		—
	New Series A Preferred Stock, liquidation preference of $1,000 per share, no shares authorized, issued and outstanding at September 30, 2004, 30,000 pro forma shares authorized and 26,492 pro forma shares issued and outstanding, 30,000 pro forma as adjusted shares authorized and no pro forma as adjusted shares issued and outstanding			—			26,492	(b)		26,492
		Total redeemable preferred stock		319,723			(293,231	)		26,492
Stockholders' Equity (Deficit):
	Common stock, $0.001 par value, 5,000,000 shares authorized and 99,964 shares issued and outstanding at September 30, 2004, 50,000,000 pro forma shares authorized and 10,000,310 pro forma shares issued and outstanding, 150,000,000 pro forma as adjusted shares authorized and            pro forma as adjusted shares issued and outstanding			—			10	(c)		10
Additional paid-in capital				—			319,713	(c)		319,713
Accumulated deficit				(315,461	)					(315,461	)
Accumulated other comprehensive loss				(6,424	)					(6,424	)
		Total stockholders' equity (deficit)		(321,885	)		319,723			(2,162	)
			$	440,896		$	10,000		$	450,896		$	$

(a)

Reflects cash proceeds from the funding of the secured term loans and the related incremental indebtedness.

(b)

Reflects elimination of principal and accrued interest due to Questor Partners in connection with the cancellation of the stockholder notes held by them and the issuance of the new Series A Preferred Stock as consideration for that cancellation.

(c)

Reflects conversion of Series A, Series C and Series D Preferred Stock to common stock and cancellation of Series B Preferred Stock.

32

Unaudited Pro Forma Condensed Consolidated
Statement of Operations
Year Ended December 31, 2003
(in thousands, except share data)

	Actual			Pro Forma Adjustments			Pro Forma			Offering Adjustments	Pro Forma As Adjusted
Revenues	$	1,375,361		$			$	1,375,361		$	$
Transportation and other direct costs		1,054,784						1,054,784
Net revenues		320,577						320,577
Selling, general and administrative expenses		314,526						314,526
Restructuring charges		10,702						10,702
Depreciation and amortization		9,962						9,962
Operating loss		(14,613	)					(14,613	)
Interest expense, net		5,921			893	(a)		6,814
Other expense, net		74						74
Loss before income taxes and minority interests		(20,608	)		(893	)		(21,501	)
Provision for income taxes		5,214						5,214
Minority interests		3,708						3,708
Net loss		(29,530	)		(893	)		(30,423	)
Preferred stock dividends/accretion		47,410			(43,171)	(b)		4,239
Net loss applicable to common shares	$	(76,940	)	$	42,278		$	(34,662	)	$	$

(a)

Reflects $905 of additional interest expense on the $10,000 secured term loans, which had a weighted-average interest rate as of December 31, 2004 of 9.05%, net of $12 of interest eliminated in connection with the exchange of the stockholder notes held by Questor Partners for new Series A Preferred Stock.

(b)

Reflects $47,410 of eliminated preferred stock dividend accretion on Series A, B, C and D Preferred Stock, net of additional preferred stock accretion of $4,239 on the new Series A Preferred Stock, which bears an initial cumulative dividend rate of 16.0% and has an initial liquidation preference of $26,492.

33

Unaudited Pro Forma Condensed Consolidated
Statement of Operations
Nine Months Ended September 30, 2004
(in thousands, except share data)

	Actual			Pro Forma Adjustments			Pro Forma			Offering Adjustments	Pro Forma As Adjusted
Revenues	$	1,135,510		$			$	1,135,510		$	$
Transportation and other direct costs		879,800						879,800
Net revenues		255,710						255,710
Selling, general and administrative expenses		241,028						241,028
Restructuring charges		2,348						2,348
Depreciation and amortization		7,054						7,054
Operating income		5,280						5,280
Interest expense, net		7,528			(2,263)	(a)		5,265
Other (income), net		(1,863	)					(1,863	)
(Loss) income before income taxes and minority interests		(385	)		2,263			1,878
Provision for income taxes		3,869						3,869
Minority interests		2,172						2,172
Net loss		(6,426	)		2,263			(4,163	)
Preferred stock dividends/accretion		30,833			(27,654	)(b)		3,179
Net loss applicable to common shares	$	(37,259	)	$	29,917		$	(7,342	)	$	$

(a)

Reflects three quarters, or $679, of additional interest on the $10,000 secured term loans, which had a weighted-average interest rate as of December 31, 2004 of 9.05%, net of three quarters, or $2,942, of interest eliminated in connection with the exchange of the stockholder notes held by Questor Partners for new Series A Preferred Stock.

(b)

Reflects $30,833 of eliminated preferred stock dividend accretion on Series A, B, C and D Preferred Stock, net of additional preferred stock accretion of $3,179 on the new Series A Preferred Stock, which bears an initial cumulative dividend rate of 16.0% and has an initial liquidation preference of $26,492.

34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our consolidated financial statements and accompanying notes that are included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" or in other parts of this prospectus. We disclaim any obligation to update information contained in any forward-looking statement. Our consolidated financial statements included elsewhere in this prospectus, and which we discuss below, have been prepared in U.S. dollars and in accordance with United States GAAP.

Overview

        We are a leading non-asset based international freight forwarder that provides services through a global network of 254 company-owned branches in 26 countries and 146 independent agent-owned branches in 66 countries. We provide air and ocean freight forwarding and logistics and customs brokerage services to our customers on a global basis and overland freight forwarding services to our customers primarily in Europe. Our logistics services include inventory management, order fulfillment, warehousing, pick-and-pack services, light assembly and other supply chain management services. We have a strong presence in the major trans-Pacific, trans-Atlantic and Asia-Europe trade lanes, as well as most major intra-Asia trade lanes. Our company-owned branches generated approximately 95% of our revenue during the first nine months of 2004 and are located in countries that together account for approximately 85% of the world's international trade flows.

        We utilize our global network, proprietary information technology system, relationships with transportation providers and complementary logistics services to assist our customers with the management of their global supply chains. We serve a large and diverse base of global and local customers, many of which operate in industries that we believe will experience above-average growth rates. As a non-asset based freight forwarder, we do not own or lease aircraft, ships or heavy-duty trucks. We generally purchase transportation capacity from independent air, ocean and overland transportation providers and resell that capacity to our customers. This approach allows us to provide our customers with broad access to global transportation capacity across a wide range of transportation options, while giving us increased flexibility and the opportunity to achieve a higher return on invested capital.

        Over the last three years, we have implemented a broad based operational turnaround that refocused our business on our core international freight forwarding operations. We also have improved our productivity and reduced our costs by lowering our headcount and overhead expenses and by consolidating underperforming offices as more fully described below. While the primary focus of these initiatives to date has been to improve our operating performance and margins, we believe that these initiatives and the investments we have made in our sales capabilities will enable us to increase our revenue.

        We operate in three geographic areas comprised of the Asia Pacific region, the Europe/Middle East/Africa ("EMEA") region, and the Americas region. Our principal sources of revenue are from air, ocean and overland freight forwarding, warehousing and logistics services and customs brokerage services. Freight costs represent the most significant portion of our expenses and vary with the level of our business activity. Other than freight costs, payroll expenses are our single largest category of expense.

35

Recent Restructuring

        Beginning in 2002, we implemented a series of significant strategic initiatives intended to improve our operating results, reduce the levels of cash used by our operating activities and position us for future growth. As part of this process, we implemented a series of cost reduction initiatives to streamline our operations and increase operational effectiveness, primarily in the Americas and EMEA. These cost reduction initiatives included reducing headcount, lowering overhead expenses, consolidating unprofitable branches and eliminating excess facilities. We also reduced information technology costs by outsourcing certain non-strategic technology activities and reduced our transportation costs by achieving more efficient consolidation of shipments destined for a common location. In addition, we streamlined order processing, cross-trained personnel and redesigned workflows at some of our large branches and warehouses.

        Although these initiatives were intended to reduce costs and improve our operating results, we have incurred significant restructuring charges to implement them. In addition, we have incurred other related charges in connection with implementing these strategic initiatives that are included in selling, general and administrative expenses. These other related charges included costs for external consulting services and for our employees dedicated to our organizational restructuring and business process reengineering activities, recruiting and other costs associated with building a new management team to effect our restructuring and other charges to support these efforts.

        The following table presents a summary of the restructuring and other related charges during each of the three years in the period ended December 31, 2003 and the nine month periods ended September 30, 2003 and 2004.

		Year Ended December 31,						Nine Months Ended September 30,
		2001		2002		2003		2003		2004
		(in thousands)
Severance		$	1,519	$	7,559	$	7,066	$	5,640	$	2,279
Facility exit costs			—		1,067		3,636		1,261		69
	Total restructuring charges		1,519		8,626		10,702		6,901		2,348
Other related charges			—		3,730		9,329		4,449		2,079
	Total	$	1,519	$	12,356	$	20,031	$	11,350	$	4,427

        During the nine months ended September 30, 2004, we recorded restructuring and other related charges of $4.4 million. These restructuring and other related charges consisted of severance of $2.3 million relating to the termination of 122 administrative and operational employees; costs related to the termination of certain leases of $0.1 million; and other related charges of $2.1 million. These other related charges included consulting costs of $1.7 million, of which $0.6 million were for services provided by AlixPartners, LLC, a related party, as well as other charges of $0.4 million to support our organizational restructuring and business process reengineering activities.

        During the year ended December 31, 2003, we recorded restructuring and other related charges of $20.0 million. These restructuring and other related charges consisted of severance of $7.1 million relating to the termination of 344 administrative and operational employees; costs related to the termination of certain leases of $3.6 million; and other related charges of $9.3 million. These other related charges included consulting costs of $6.9 million, of which $2.9 million were for services provided by AlixPartners, LLC, as well as other charges of $2.4 million to support our organizational restructuring and business process reengineering activities.

        During the year ended December 31, 2002, we recorded restructuring and other related charges of $12.4 million. These restructuring and other related charges consisted of severance of $7.6 million relating to the termination of 262 administrative and operational employees; costs related to the termination of certain leases of $1.1 million; and other related charges of $3.7 million. These other

36

related charges included consulting costs of $2.0 million, as well as other costs of $1.5 million to build a new management team to effect our restructuring and charges of $0.2 million to support our organizational restructuring and business process reengineering activities.

        During the year ended December 31, 2001, we recorded total restructuring charges of $1.5 million. These charges consisted of severance relating to the termination of 85 administrative and operational employees.

        Although we believe our restructuring efforts are largely complete, we expect to incur additional costs in the fourth quarter of 2004 and in 2005 primarily related to the termination of certain leases and other restructuring activities.

Charges Relating to this Offering

        We expect to incur charges of approximately $             million upon completion of this offering as a result of exchanging unrestricted shares of our common stock for EAUs outstanding under the 2002 Plan. We also expect to incur charges of approximately $             million and $             million upon completion of this offering in connection with the termination of management agreements with certain stockholders and with the repayment of amounts outstanding under our $10.0 million secured term loans, respectively. We also expect to incur an additional charge of $            in each of the next             years related to the vesting of restricted shares of our common stock issued in connection with the termination of the 2002 Plan. In addition, we will issue options to purchase shares of our common stock in connection with the termination of the 2002 Plan, which may cause us to incur charges based upon the terms of their issuance and accounting methods in effect at the time of issuance.

Results of Operations

        We believe that net revenue is a better measure of our operations than gross revenue because our gross revenue for air, ocean and overland freight forwarding services includes amounts we charge our customers in respect of the underlying direct transportation costs to us. When we act as a freight forwarder, our net revenue is determined by the difference between the rates charged to us by the carrier and the rates we charge our customers. Net revenue derived from freight forwarding generally is allocated among our operating subsidiaries handling the shipment as the point of origin or point of destination based on industry practice. Our gross revenue from warehousing and logistics services and customs brokerage services includes only commissions and fees earned by us and is substantially the same as our net revenue for those services. Our gross revenue from these services is generally allocated to the region where the services are performed.

Nine Months Ended September 30, 2004 Compared with Nine Months Ended September 30, 2003

        Net revenue for the nine months ended September 30, 2004 was $255.7 million compared with $232.7 million for the comparable period in 2003, an increase of $23.0 million or 9.9%. Foreign currency translation had a $15.4 million positive impact on net revenue, primarily due to foreign exchange rate changes in the euro and the British pound. After adjusting for the change in foreign exchange rates, net revenue increased $7.6 million or 3.3%, primarily due to an increase in net revenue in Asia Pacific of $7.5 million and in EMEA of $1.0 million, partially offset by a decrease of net revenue in the Americas of $0.9 million. The increase primarily was a result of a higher number of shipments, mainly in Asia Pacific air and ocean shipments and Europe overland shipments, as well as a higher net revenue per shipment.

        Ocean freight net revenue for the nine months ended September 30, 2004 was $62.1 million compared with $56.6 million for the comparable period in 2003, an increase of $5.5 million or 9.6%, primarily due to the favorable effect of foreign exchange rate changes during the period of $3.3 million and a higher number of shipments, mainly in Asia Pacific. Air freight net revenue for the nine months ended September 30, 2004 was $90.2 million compared with $80.1 million for the comparable period in

37

2003, an increase of $10.1 million or 12.6%, primarily due to the favorable effect of foreign exchange rate changes during the period of $4.4 million, a higher number of shipments in Asia Pacific and a higher net revenue per shipment across all regions. Overland freight net revenue for the nine months ended September 30, 2004 was $45.3 million compared with $39.7 million for the comparable period in 2003, an increase of $5.6 million or 14.2%, primarily due to favorable foreign exchange rate changes during the period of $4.3 million, a higher number of shipments and a higher net revenue per shipment in EMEA. Warehousing and logistics services and customs brokerage services net revenue for the nine months ended September 30, 2004 was $58.1 million compared with $56.3 million for the comparable period in 2003, an increase of $1.9 million or 3.3%, primarily due to the favorable effect of foreign exchange rate changes during the period of $3.4 million and higher warehousing and logistics services and customs brokerage services net revenue in Asia Pacific of $2.8 million, offset by lower logistics and warehousing net revenue in the Americas and EMEA.

        Selling, general and administrative, or SG&A, expenses for the nine months ended September 30, 2004 were $241.0 million compared with $232.4 million for the comparable period in 2003, an increase of $8.6 million or 3.7%. The increase in SG&A expenses was primarily due to the adverse effect of foreign currency translation changes of $14.9 million, partly offset by $6.3 million in cost savings. These cost savings mainly resulted from cost reduction initiatives implemented in the Americas and EMEA of $8.8 million, offset in part by higher SG&A expenses in Asia Pacific of $2.5 million to support net revenue growth in that region. SG&A expenses as a percentage of our net revenue were 94.3% for the nine months ended September 30, 2004 compared to 99.9% for the comparable period in 2003.

        Restructuring charges for the nine months ended September 30, 2004 were $2.3 million compared with $6.9 million for the comparable period in 2003, a decrease of $4.6 million or 66.0%.

        Depreciation and amortization expense for the nine months ended September 30, 2004 was $7.1 million compared with $7.7 million for the comparable period in 2003, a decrease of $0.6 million or 7.9%. This decrease primarily reflected the effect of property and equipment disposals in 2003.

        Interest expense, net for the nine months ended September 30, 2004 was $7.5 million compared with $3.7 million for the comparable period in 2003, an increase of $3.8 million or 102.3%. Our interest expense for the nine months ended September 30, 2004 consisted primarily of interest on our credit facilities and promissory notes held by Questor Partners. The increase in interest expense, net primarily reflected higher average debt balances of $31.3 million due to increased borrowings under existing facilities and new borrowings used primarily to finance negative cash flows from operations and to implement restructuring initiatives. Higher prevailing interest rates also contributed to the increase.

        Other (income) expense, net for the nine months ended September 30, 2004 was income of $1.9 million compared with an expense of $41 thousand for the comparable period in 2003. This increase in other income for the nine months ended September 30, 2004 primarily reflected net gains of $1.6 million on the sale of two properties and a branch business in Europe.

        Although we reported a pre-tax loss on a consolidated basis in the nine month periods ended September 30, 2004 and 2003, we recognized a total provision for income taxes for each of the nine month periods ended September 30, 2004 and 2003 of $3.9 million, primarily for our profitable foreign subsidiaries. For further information, see "Net Operating Loss Carryforwards."

        Net loss for the nine months ended September 30, 2004 was $6.4 million compared with $24.9 million during the comparable period in 2003, an improvement of $18.5 million or 74.2%. The net impact of foreign exchange rate changes had an unfavorable effect of approximately $0.5 million on net loss for the nine months ended September 30, 2004.

2003 Compared with 2002

        Net revenue for 2003 was $320.6 million compared with $301.0 million for the comparable period in 2002, an increase of $19.6 million or 6.5%. Foreign currency translation had a $26.8 million positive

38

impact on net revenue, primarily due to foreign exchange rate changes in the euro and the British pound. After adjusting for the change in foreign exchange rates, net revenue in 2003 declined $7.2 million, or 2.4% from 2002, primarily due to declines in revenue of $5.7 million and $2.6 million in the Americas and Europe, respectively, which were partially offset by an increase of $1.1 million in net revenue in Asia Pacific. These declines resulted mainly from a lower net revenue per shipment and a lower number of shipments in the Americas, which were only partially offset by a higher number of air and ocean freight shipments in Asia. Net revenue per shipment decreased due to a year-over-year change in our product mix, principally due to the 2002 West Coast port strike in the United States, when we and our customers moved freight from ocean shipments to air shipments, which at that time yielded higher margins than normal. This situation was not repeated in 2003.

        Ocean freight net revenue for 2003 was $77.0 million compared with $73.7 million for 2002, an increase of $3.3 million or 4.5%, primarily due to the favorable effect of foreign exchange rate changes during 2003 of $5.7 million and a higher number of shipments in Asia Pacific. These positive factors were offset in part by a lower ocean freight net revenue per shipment in 2003 and a lower number of shipments in EMEA and the Americas. Air freight net revenue for 2003 was $111.2 million compared with $108.1 million for 2002, an increase of $3.1 million or 2.9%, primarily due to the favorable effect of foreign exchange rate changes during 2003 of $6.9 million and net revenue growth in Asia Pacific. These positive factors were offset by a decline in air freight net revenue in the Americas of $5.3 million resulting from a lower number of shipments and a lower net revenue per shipment. Overland freight net revenue for 2003 was $54.4 million compared with $47.8 million for 2002, an increase of $6.5 million or 13.7%, primarily due to the favorable effect of foreign exchange rate changes during 2003 of $8.1 million and a higher number of shipments in EMEA. These positive factors were offset by a lower net revenue per shipment in EMEA. Warehousing and logistics services and customs brokerage services net revenue for 2003 was $78.0 million compared with $71.4 million for 2002, an increase of $6.6 million or 9.3%, primarily due to the favorable effect of foreign exchange rate changes during 2003 of $6.1 million.

        SG&A expenses for 2003 were $314.5 million compared with $305.6 million for 2002, an increase of $8.9 million or 2.9%. The increase in SG&A expenses was primarily due to the adverse effect of foreign currency translation changes of $25.4 million, partly offset by $16.5 million in cost savings. The cost savings mainly resulted from cost reduction initiatives implemented primarily in the Americas and EMEA of $23.4 million, which were offset in part by an increase of $5.6 million for other restructuring related expenses, as well as higher SG&A expenses in Asia Pacific of $1.3 million to support net revenue growth in that region. SG&A expenses as a percentage of our net revenue were 98.1% for 2003 compared to 101.5% for 2002.

        Restructuring charges for 2003 were $10.7 million compared with $8.6 million for 2002, an increase of $2.1 million or 24.1%.

        Depreciation and amortization expense for 2003 was $10.0 million compared with $11.5 million for 2002, a decrease of $1.6 million or 13.7%. This decline was primarily the result of property and equipment disposals in 2002.

        Interest expense, net for 2003 was $5.9 million compared with $4.1 million for 2002, an increase of $1.8 million or 43.6%. This increase primarily reflected higher average debt balances of $21.2 million used primarily to finance negative cash flows from operations.

        Other (income) expense, net for 2003 was an expense of $0.1 million compared to income of $1.0 million for 2002. The change primarily reflected net losses recorded in 2003 and net gains recorded in 2002 related to disposals of property and equipment.

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        Although we reported a pre-tax loss on a consolidated basis in 2003 and 2002, we recognized a total provision for income taxes of $5.2 million and $5.4 million, respectively, primarily for our profitable foreign subsidiaries. For further information, see "Net Operating Loss Carryforwards."

        Net loss for 2003 was $29.5 million compared with $36.6 million for 2002, an improvement of $7.1 million or 19.4%. The net impact of foreign exchange rate changes had an unfavorable effect on net loss of approximately $1.2 million for 2003.

2002 Compared with 2001

        Net revenue for 2002 was $301.0 million compared with $273.4 million for 2001, an increase of $27.6 million or 10.1%. Foreign currency translation had a $7.3 million positive impact on net revenue, primarily due to foreign exchange rate changes in the euro and the British pound. After adjusting for the change in foreign exchange rates, net revenue in 2002 increased $20.2 million, or 7.4%, from 2001, primarily due to increases in revenue of $10.1 million in Asia Pacific, $9.7 million in the Americas and $0.4 million in EMEA. These increases mainly resulted from a higher net revenue per shipment in the Americas and a higher number of shipments in Asia Pacific. In 2002, we benefited from an increase in air charter activity resulting from the West Coast port strike in the United States, when we and our customers moved freight from ocean shipments to air shipments, which at that time yielded higher margins than normal.

        SG&A expenses for 2002 were $305.6 million compared with $295.6 million for 2001, an increase of $10.0 million or 3.4%. The increase in SG&A expenses was primarily due to the effect of adverse foreign currency translation changes of $7.7 million and higher expenses of $2.3 million, primarily due to an increase in other restructuring related expenses. SG&A expenses as a percentage of our net revenue were 101.5% for 2002 compared to 108.1% for 2001.

        Restructuring charges for 2002 were $8.6 million compared with $1.5 million for 2001, an increase of $7.1 million or 467.9%.

        Depreciation and amortization expense for 2002 was $11.5 million compared with $13.0 million for 2001, a decrease of $1.5 million or 11.5%. This decrease was primarily attributable to discontinuing the amortization of goodwill in January 2002 when we adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets.

        Interest expense, net for 2002 was $4.1 million compared with $9.6 million in 2001, a decrease of $5.4 million or 56.8%. In March 2001, we exchanged our 9.75% Senior Notes, in aggregate principal amount of $110.0 million, for shares of our common stock and old Series A Preferred Stock. We accounted for this transaction as a "troubled debt restructuring," and the carrying value of the Senior Notes, plus accumulated interest, was discharged and included as part of an extraordinary gain on debt restructuring of $77.5 million. Accrued interest on the Senior Notes for the first quarter of 2001 was approximately $2.7 million, which accounted for half of the decline in our interest expense from 2001 to 2002. The remaining decrease can be attributed to lower average debt balances and lower interest rates during 2002.

        Other (income) expense, net for 2002 was income of $1.0 million compared with a loss of $0.9 million in 2001. A large part of the change relates to net gains of $1.0 million recorded in 2002 and net losses of $2.6 million recorded in 2001 resulting from disposals of property and equipment.

        Although we reported a pre-tax loss on a consolidated basis in 2002, we recognized a total provision for income taxes for 2002 of $5.4 million compared with a provision of $4.8 million for 2001, primarily for our profitable foreign subsidiaries. For further information, see "Net Operating Loss Carryforwards."

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        In 2001, we disposed of the operations of The Bekins Company, a business segment consisting of Bekins Worldwide Solutions, Inc. and Bekins Van Lines Co., and we recorded charges of $14.2 million for losses associated with a discontinued business segment.

        Net loss for 2002 was $36.6 million compared with net income of $9.0 million for 2001, an unfavorable change of $45.6 million. As stated above, 2001 had included an extraordinary gain of $77.5 million related to debt restructuring and $14.2 million of charges associated with discontinued operations. The impact of the foreign exchange rate changes had an unfavorable effect of approximately $1.1 million on net loss for 2002.

Liquidity and Capital Resources

        As of September 30, 2004, our cash and cash equivalents totaled $24.7 million, representing an increase of $5.9 million from December 31, 2003. As of September 30, 2004, our restricted cash, which reflects cash on deposit as collateral for outstanding letters of credit, bank guarantees and surety bonds, totaled $8.8 million compared to $10.7 million as of December 31, 2003. Cash provided by financing activities of $23.0 million during the first nine months of 2004 was used to finance negative cash flows from operations, which employed cash of $15.5 million, and our investing activities, which employed cash of $1.3 million. Cash provided by financing activities included $21.0 million from stockholder loans, $3.9 million from revolving lines of credit and a $1.9 million decrease in restricted cash, offset in part by dividend payments of $2.8 million to minority interests in certain of our operating subsidiaries and repayments of other long-term debt of $1.0 million. Cash used in operating activities principally reflected cash needed with respect to our net loss for the nine months ended September 30, 2004 and a net increase in working capital of approximately $15.7 million. The increase in working capital was primarily due to an increase in account receivables of $12.6 million at September 30, 2004, which reflects the seasonal nature of our business and net revenue growth in Asia Pacific, where our customers typically have longer payment terms than customers in other regions. Cash was used in investing activities to purchase property and equipment totaling $4.5 million, offset in part by proceeds from the sale of two properties and a branch business in Europe.

        As of December 31, 2003, cash and cash equivalents totaled $18.8 million, representing an increase of $1.6 million from December 31, 2002. As of December 31, 2003, our restricted cash totaled $10.7 million compared to $7.0 million as of December 31, 2002. Cash provided by financing activities during 2003 of $36.8 million was used to finance negative cash flows from operations, which employed cash of $28.4 million, and our investing activities, which employed cash of $9.2 million. Cash provided by financing activities included $20.5 million from the issuance of Series D Preferred Stock, $20.6 million from revolving lines of credit, $4.0 million from stockholder loans, offset in part by a $3.7 million increase in restricted cash, repayments of other long-term debt of $3.6 million, debt issuance costs of $0.5 million and dividend payments of $0.4 million to minority interests. Cash used in operating activities principally reflected cash needed with respect to our net loss in 2003 and a net increase in working capital of approximately $13.6 million. The principal reason for the increase in working capital was an increase in accounts receivable of $24.3 million, primarily reflecting net revenue growth in Asia Pacific, where the accounts receivable increased by $16.5 million over the prior year-end. Our customers in Asia Pacific typically have longer payment terms than our customers in other regions. The increase in working capital was partially offset by increases in accounts payable and accrued expenses of $11.4 million, which reflected business growth in Asia Pacific and our efforts to manage cash flows by matching the timing of cash outflows for payments to vendors with cash inflows from collection of accounts receivable. Cash was used in investing activities in 2003 to purchase property and equipment totaling of $11.8 million, offset in part by proceeds received from the sale of net assets.

        Our largest use of cash in investing activities is for capital expenditures. As a non-asset based provider of freight forwarding services, we do not own or lease significant physical transportation assets

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(for example, airplanes, ships and heavy-duty trucks). However, on occasion, we do purchase or lease buildings to house staff and to facilitate the staging of customers' freight. We routinely invest in technology, office furniture and equipment and leasehold improvements. We made capital expenditures of $4.5 million during the nine months ended September 30, 2004, more than half of which related to expenditures for computer hardware and other technological developments and the remainder of which related to purchases of plant, equipment, furniture, fixtures and other miscellaneous charges. During 2003, we made capital expenditures of $11.8 million, including approximately $4.0 million to build a new warehousing and logistics facility in Singapore. Our ability to make capital expenditures and investments to fund additional growth historically has been constrained by limitations in available financial resources. Our capital expenditures in 2005 are expected to be approximately $8.0 million.

        Our business is subject to seasonal fluctuations, with more revenue generated in our third and fourth fiscal quarters. Our cash flow fluctuates as a result of this seasonality. Historically, the first quarter shows an excess of customer collections over customer billings, as receivables are paid down. The increased activity associated with our peak season (typically commencing in the third quarter) causes an excess of customer billings over customer collections. This cyclicality in customer receivables creates the need for additional capital in the third and fourth quarters. In the past, we have utilized additional borrowings to satisfy normal operating expenditures during those quarters.

        In some cases, our ability to repatriate funds from foreign operations may be subject to foreign exchange controls. At September 30, 2004, cash and cash equivalents and restricted cash balances of $21.7 million were held by our non-U.S. subsidiaries, of which approximately $4.3 million was subject to restrictions on repatriation.

Credit Facilities

        Our primary credit facilities are maintained by certain of our U.S. and U.K. subsidiaries. Certain of our U.S. subsidiaries, GeoLogistics Americas Inc., Matrix International Logistics, Inc. and GeoLogistics Expo Services, LLC, are parties to a $30.0 million credit facility with Congress Financial Corporation (Western). Our principal U.K. subsidiary, GeoLogistics Limited, has a £17.0 million (approximately $31.0 million) credit facility with Burdale Financial Limited. These credit facilities mature on April 30, 2006. At September 30, 2004, our U.S. and U.K subsidiaries were directly liable for $47.8 million drawn on these credit facilities, and we were contingently liable for an additional $3.5 million of standby letters of credit issued under the facilities.

        Availability under our U.S. and U.K. credit facilities is calculated using a borrowing base of 85% of eligible billed receivables and 65% of eligible unbilled or accrued receivables. Letters of credit issued under the facilities reduce amounts available to borrow by their face amount. The interest rate on the U.S. facility is variable and is calculated by applying a margin of 50 basis points above the prime rate of the parent of the lender or 300 basis points above the eurodollar rate. The interest rate on the U.K. facility is variable and is calculated using a margin of 300 basis points above British pound LIBOR. At December 31, 2004, the weighted-average interest rates on the U.S. and U.K. facilities were 5.50% and 7.84%, respectively.

        The credit facilities are secured by liens on accounts receivable and certain other assets. The credit facilities require us to meet certain financial covenants and also place specific restrictions on us and our subsidiaries, including but not limited to restrictions on asset sales, additional liens, incurrence of additional indebtedness, payment of dividends and limitations on affiliate transactions. As of September 30, 2004, we were not in compliance with the tangible net worth covenant required under our credit facility with Congress Financial Corporation (Western) for the nine months ended September 30, 2004. At the time of the reported breach, we and Congress had already agreed to modify the financial covenants required under the loan agreement, but those modifications did not become effective before the required compliance certificate was due and, as a result, we reported the

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breach and simultaneously obtained a waiver of the default. At September 30, 2004, we were in compliance with all covenants associated with our other credit facilities.

        On December 28, 2004, we and certain of our U.S. and U.K. subsidiaries entered into secured term loans totaling $10.0 million with Citicorp North America, Inc. and Bear Stearns Corporate Lending Inc. and their respective U.K. affiliates. Citicorp North America, Inc. is an affiliate of Citigroup Global Markets Inc., and Bear Stearns Corporate Lending Inc. is an affiliate of Bear, Stearns & Co. Inc. Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. are acting as joint book-running managers of this offering. The loans are secured by second liens on the collateral pledged under our senior credit facilities, as well as certain other assets. The interest rates on the loans are variable and increase the longer the loans are outstanding. The initial interest rate on the U.K. loan is the adjusted U.S. dollar LIBOR rate plus a margin of 650 basis points. The initial interest rate on the U.S. loan is at our option either the base rate plus a margin of 550 basis points or the adjusted U.S. dollar LIBOR rate plus a margin of 650 basis points. At December 31, 2004, the weighted average interest rate on these loans was 9.05%. The loans mature on the earlier of the maturity date of our U.S. and U.K. credit facilities (currently, April 30, 2006) or June 28, 2006. Net proceeds from the loans were used for working capital and general corporate purposes.

        Several of our foreign subsidiaries have entered into separate credit facilities with availability based on eligible accounts receivable. At September 30, 2004, the aggregate principal amount of debt outstanding under the subsidiary credit facilities was $17.1 million. Several of our foreign subsidiaries also have entered into factoring agreements for the sale of their accounts receivable. The receivables relating to these factoring agreements are generally assigned on a pre-approved basis. During the nine months ended September 30, 2004, the factoring charges were, on average, 1.7% of the receivables assigned. Under these credit facilities and factoring agreements, our foreign subsidiaries are required to meet certain financial covenants, such as maintaining specified levels of working capital and tangible net worth. In addition, our foreign subsidiaries maintain other credit and overdraft facilities with $15.6 million of borrowing capacity, of which $10.0 million of debt was outstanding as of September 30, 2004.

        On December 20, 2004, as part of the Recapitalization Transactions, we issued a new series of Series A Preferred Stock to Questor Partners. The new Series A Preferred Stock, which has an initial aggregate liquidation preference of approximately $26.5 million, was issued in exchange for approximately $26.5 million of debt and accrued interest owed by us to Questor Partners. The new Series A Preferred Stock has a cumulative cash dividend at the rate of 16% per annum of the liquidation preference through January 14, 2005, 18% per annum of the liquidation preference from January 15, 2005 through January 14, 2006 and 20% per annum of the liquidation preference thereafter. In each case, a dividend at a rate of 12% per annum of the liquidation preference will be payable quarterly in cash. The remaining portion of the dividend is payable only upon the occurrence of certain specified liquidation events or a redemption of the new Series A Preferred Stock, and it will bear interest in arrears at the current dividend rate, compounding on each dividend payment date. The redemption price of the Series A Preferred Stock includes a premium of $250,000 above the liquidation preference. We have the right to, and Questor Partners, as the holders of the new Series A Preferred Stock, have the right to cause us to, redeem the stock at the earlier to occur of January 15, 2007, the closing of an initial public offering of our common stock or the sale of all or substantially all of the equity or assets of our company. We intend to use a portion of the net proceeds from this offering to redeem the new Series A Preferred Stock and to pay the accrued and unpaid dividends thereon.

        We also intend to use a portion of the net proceeds received from this offering to repay approximately $                  million of the balance of amounts outstanding under our U.S. and U.K. credit facilities and to repay the outstanding principal and accrued interest under the $10.0 million secured term loans.

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        If we are unable to generate sufficient cash flow to finance our operations, we may need to borrow additional amounts under our existing credit facilities to finance cash used in our operations. If our cash and credit facilities are not sufficient to fund ongoing operations, we could be required to adopt one or more alternatives, such as reducing or delaying planned expansion or capital expenditures, selling or leasing assets or obtaining additional debt or equity financing. We will also continue to investigate strategic alternatives to improve our financial position, including the sale of non-core assets. There can be no assurance that any of these alternatives could be effected at all or that they could be effected on satisfactory terms.

        Following the completion of this offering, we believe that our cash position, operating cash flow and borrowings available under our senior credit facilities will be sufficient to meet our working capital and liquidity requirements for at least the next 12 months.

Contractual Commitments

        At September 30, 2004, our contractual obligations and other commitments were as follows:

			Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1—3 Years		3—5 Years		More than 5 Years
	(in thousands)
Long-term obligations	$	75,828	$	17,927	$	57,894	$	6	$	1
Capital lease obligations		731		370		286		69		6
Operating lease obligations		132,490		31,620		38,636		21,280		40,954
Employee agreements		6,240		2,333		3,907		—		—
Other long-term liabilities(1)		36,861		1,488		4,726		3,106		27,541
Total	$	252,150	$	53,738	$	105,449	$	24,461	$	68,502

(1)

Includes liabilities related to expected future payments under our pension plans.

        We enter into short-term agreements with carriers reserving space on a guaranteed basis. The pricing of these obligations varies to some degree with market conditions. We only enter into agreements that management believes we can fulfill. In general, we have been able to resell this guaranteed space and have not had to pay for space that we were unable to resell to our customers. Management believes, in line with historical experience, that committed purchase obligations outstanding as of September 30, 2004 will be fulfilled before year-end 2005 in the ordinary course of business, and those obligations have been excluded from the contractual obligations table above. We have included obligations under employment agreements with our executive officers in the table, but we also enter into employment agreements in the ordinary course with employees in the various geographic regions in which we operate, and we have excluded obligations under those agreements from the table above.

        We also have certain contingent obligations that have been excluded from this table. For example, under the 2002 Plan, participants are granted EAUs that automatically vest if the participant is still employed by us upon the sale, merger or liquidation of our company. We have excluded our obligations under the 2002 Plan from the table above because immediately before completion of this offering, the 2002 Plan will be terminated and the participants' EAUs will be exchanged for restricted and unrestricted shares of our common stock and options to acquire shares of our common stock at an exercise price equal to the initial public offering price per share in this offering.

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Net Operating Loss Carryforwards

        We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which those temporary differences are expected to be recovered or settled. A deferred tax asset is established for the expected future benefit of net operating loss and credit carryforwards. We have established a valuation allowance against the domestic and foreign deferred tax assets related principally to tax loss carryforwards because we believe it is more likely than not that we will be unable to realize such deferred tax assets. As of December 31, 2003, we had U.S. federal net operating loss carryforwards of approximately $94.1 million, which are due to expire in the years 2011 through 2023. Our net operating loss carryforwards are subject to limitations due to change of ownership rules that may be affected by this offering and subsequent transfers of our shares under United States Internal Revenue Code section 382 or the tax rules of a particular country restricting the amount of the net operating loss carryforward that can be used to offset taxable income. We also have foreign net operating loss carryforwards that are subject to certain limitations.

Critical Accounting Policies and Use of Estimates

        Our discussion of our operating and financial review and prospects is based on our consolidated financial statements which we prepare in accordance with U. S. generally accepted accounting principles, or GAAP, and are included in this prospectus. Certain amounts included in, or affecting our, financial statements and related disclosure must be estimated, which requires us to make assumptions with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. Therefore, the reported amounts of our assets and liabilities, revenues and expenses, and associated disclosures with respect to contingent obligations are necessarily affected by these estimates. Accounts affected by significant estimates include accounts receivable and accruals for transportation and other direct costs, tax contingencies, insurance claims, cargo loss and damage claims. We evaluate these estimates on an ongoing basis.

        Our significant accounting policies are included in Note 2 to our consolidated financial statements included elsewhere in this prospectus. However, we believe that the following accounting policies are particularly critical to our financial statement preparation process:

        Revenue Recognition.    We recognize revenues and freight consolidation costs at the time the freight departs the terminal of origin, one of the methods authorized by Emerging Issues Task Force (EITF) Issue No. 91-9, Revenue and Expense Recognition for Freight Services in Process. This method generally results in recognition of revenues and gross profit earlier than methods that do not recognize revenues until a proof of delivery is received. Revenues related to customs brokerage and other services are recognized upon completion of the services. Revenues recognized as an indirect air carrier or an ocean freight consolidator include the direct carriers' charges to us for carrying the shipment. Revenues recognized in other capacities include only the commissions and fees received. In January 2002, EITF Issue No. 01-14, Income Statement Characterization of Reimbursements Received for "Out of Pocket" Expenses Incurred, was effective for us. This issue clarified certain provisions of EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, and among other things established when reimbursements are required to be shown gross as opposed to net. We report the costs of certain reimbursed incidental activities on a gross basis in revenues and cost of transportation.

        We derive our revenues from international freight forwarding services using a wide range of transportation modes, including air, ocean, trucks and rail. We also provide supply chain management services, such as warehousing, inventory management, order fulfillment, pick-and-pack services, light assembly and customs brokerage services. As a non-asset based carrier, we do not own or lease aircraft,

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ships or heavy-duty trucks. Rather, we generate the major portion of our air and ocean freight forwarding revenues by purchasing transportation capacity from independent air, ocean and overland transportation providers and reselling that capacity to our customers.

        Customs brokerage and other services involve providing services at destination, such as helping customers clear shipments through customs by preparing required documentation, calculating and providing for payment of duties and other taxes on behalf of the customers, as well as arranging for any required inspections by governmental agencies and arranging for delivery.

        Arranging international shipments is a complex task. Each actual movement can require multiple services. In some instances, we are asked to perform only one of these services. Each of these services has an associated fee, which we recognize as revenue upon completion of the service. Typically, the fees for each of these services are quoted as separate components. However, customers on occasion will request an all-inclusive rate for a set of services. This means that the customer is billed a single rate for all services from pickup at origin to delivery at destination. In these instances, the revenue for origin and destination services, as well as revenue that will be characterized as freight charges, is allocated to our branches as set by our preexisting policy, supplemented in some instances by customer specific negotiations between the offices involved. Each of our branches is an independent profit center and is evaluated on an individual basis. When services are provided under an all-inclusive rate, they are quoted and billed in an objective manner on a fair value basis.

        Accounts Receivable.    Accounts receivable are presented in our financial statements at the amount that we expect to collect. In addition to billings related to transportation costs, accounts receivable include disbursements made on behalf of customers for value added taxes, customs duties and freight insurance. The billings to customers for these disbursements are not recorded as gross revenue or transportation and other costs in our statements of operations. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Management considers the following factors when determining the collectibility of specific customer accounts: customer credit worthiness, past transaction history with the customer, current economic and industry trends and changes in customer payment terms. If the financial condition of our customers were to deteriorate and adversely affect their ability to make payments, additional allowances may be required. Based on management's assessment, we provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

        Goodwill and Indefinite Lived Intangible Assets.    Goodwill and indefinite lived intangible assets include goodwill and trademarks. Goodwill represents the excess of the purchase price over the fair value of net assets of acquired entities. Provision for amortization of goodwill and indefinite lived intangible assets had, before January 1, 2002, been made on the straight-line method based upon the estimated useful life of the intangible asset. In January 2002, we adopted SFAS No. 141, Business Combinations, and SFAS No. 142 ("FAS-142"), Goodwill and Other Intangible Assets. Under these rules, goodwill is no longer amortized, but is subject to impairment tests on an annual basis or more frequently if impairment indicators exist. During 2003 and 2002, we performed our required annual impairment tests, and no impairment was identified. The estimated fair value calculated and referred to above is an estimate based upon a number of assumptions. The actual fair value of each reporting unit may vary significantly from its estimated fair value.

        Income Taxes.    Deferred income taxes are provided for temporary differences between the financial reporting basis and tax basis of assets and liabilities at current tax rates. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year. The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible in income tax returns for the year reported. Deferred tax

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assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

        Foreign Currency Translation.    The financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. Assets, including intangible assets, and liabilities of these subsidiaries are translated at the rate of exchange at the balance sheet date. Income and expenses are translated at average monthly rates of exchange. Translation adjustments are included in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Gains and losses from foreign currency transactions are included in results of operations.

        Restructuring.    We have engaged in restructuring actions that require our management to make significant estimates, including those related to future lease obligations for duplicate facilities, expenses for severance and other employee separation costs, as well as amounts of sublease income we will recover for future lease obligations on duplicate facilities. Should the actual amounts differ from our estimates, the amount of the restructuring charges could be materially impacted.

        Pension Plans.    We have a number of defined benefit pension plans that cover a substantial number of foreign employees. Retirement benefits are provided based on compensation as defined in the plans. Our policy is to fund these plans in accordance with local practice and contributions are made in accordance with actuarial valuations. Retirement savings plans are available to substantially all North American salaried and nonunion hourly employees, which allow eligible employees to contribute a portion of their annual salaries to the plans. Matching contributions are made at the discretion of each subsidiary. Participants are immediately vested in their voluntary contributions plus actual earnings thereon.

Impact of Inflation

        To date, our business has not been adversely affected by inflation. Direct carrier rate increases could occur over the short- to medium-term period. Historically, we have been generally successful in passing carrier rate increases and surcharges on to our customers by means of price increases or surcharges. Due to the high degree of competition in the market place, these rate increases could lead to an erosion in our margins. As we are not required to purchase or maintain extensive property and equipment and have not otherwise incurred substantial interest rate-sensitive indebtedness, we currently have limited direct exposure to increased costs resulting from increases in interest rates.

Off-Balance Sheet Arrangements

        Other than operating leases, factoring facilities, letters of credit, bank guarantees, surety bonds and parent guarantees of our subsidiaries' indebtedness, we have no material off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

        We are exposed to market risks in the ordinary course of our business. These risks are primarily related to foreign exchange risk and changes in short-term interest rates. The potential impact of our exposure to these risks is presented below.

Foreign Exchange Risk

        We report our financial results in U.S. dollars. However, we conduct business in currencies other than our reporting currency. The conversion of these currencies into U.S. dollars for reporting purposes will reflect movements in these currencies against the U.S. dollar. A depreciation of these currencies against the U.S. dollar would result in lower gross and net revenue reported. The opposite effect will

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occur if these currencies appreciate against the U.S. dollar. While foreign currency fluctuations have had a significant impact on our revenue, this impact has been historically mitigated by corresponding foreign currency impact on our transportation and other direct costs and selling, general and administrative costs because a substantial portion of these costs are incurred in the same foreign currency as the related revenue. Because many of the Asian currencies in which we principally conduct business have historically been pegged to the U.S. dollar, our primary foreign exchange gains or losses have historically occurred because of appreciation or depreciation of the U.S. dollar against the euro and the British pound.

        Foreign exchange rate sensitivity analysis can be quantified by estimating the impact on our earnings as a result of hypothetical changes in the value of the U.S. dollar relative to the other currencies in which we conduct business. All other things being equal, a 10% weakening of the U.S. dollar, throughout the nine months ended September 30, 2004, would have had the effect of raising our operating income approximately $0.5 million. A 10% strengthening of the U.S. dollar, for the same period, would have the effect of reducing our operating income approximately $0.5 million. Foreign currencies that are pegged to the U.S. dollar are assumed to have no foreign exchange impact in this sensitivity analysis.

Interest Rate Risk

        We are subject to changing interest rates because our debt consists primarily of working capital lines that bear interest at variable rates. We do not undertake any specific actions to cover our exposure to interest rate risk, and we are not a party to any interest rate risk management transactions. We do not purchase or hold any derivative financial instruments for trading or speculative purposes.

        At September 30, 2004, we had borrowings of $64.4 million that are subject to variable interest rates. If we had obtained our $10.0 million secured term loans at September 30, 2004, the total borrowings subject to variable interest rates would have been $74.4 million. A hypothetical change in the interest rate of 100 basis points would have had the effect of changing our annual interest expense by approximately $0.7 million.

Recent Accounting Pronouncements

        In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities. FIN 46 provides guidance on how to identify a variable interest entity ("VIE") and determine when the assets, liabilities, non-controlling interests and results of operations of a VIE need to be included in a company's consolidated financial statements. FIN 46 also requires additional disclosures by primary beneficiaries and other significant variable interest holders. In December 2003, the FASB issued a revision to FIN 46 (FIN 46R), which provided additional guidance on the definition of a VIE and delayed the effective date for privately held companies until the beginning of the first annual reporting period beginning after December 15, 2004, except for entities created after December 31, 2003, which must be accounted for under FIN 46 or FIN 46R upon the initial involvement with the entities. We have evaluated the effects of this Interpretation's provisions on our consolidated financial position and results of operations and concluded that there was no effect.

        In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 addresses certain financial instruments that, under previous guidance, could be accounted for as equity, but now must be classified as liabilities in statements of financial position. These financial instruments include mandatory redeemable financial instruments, obligations to repurchase the issuer's equity shares by transferring assets and obligations to issue a variable number of shares. With limited exceptions, SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and

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otherwise is effective for us in 2004. The adoption of SFAS No. 150 did not have a material impact on our consolidated financial statements.

        In December 2003, the FASB issued SFAS No. 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits, which replaces the previously issued Statement. The revised Statement increases the existing disclosures for defined benefit pension plans and other defined benefit postretirement plans. However, it does not change the measurement or recognition of those plans as required under SFAS No. 87, Employers' Accounting for Pensions, SFAS No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and SFAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions. Specifically, the revised Statement requires companies to provide additional disclosures about pension plan assets, benefit obligations, cash flows and benefit costs of defined benefit pension plans and other defined benefit postretirement plans. Also, companies are required to provide a breakdown of plan assets by category, such as debt, equity and real estate and to provide certain expected rates of return and target allocation percentages for these asset categories. We have adopted the disclosure provisions of this pronouncement and have concluded that the adoption has no material impact on our consolidated financial statements.

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment. Statement 123(R) will require that the compensation cost relating to share-based payment transactions be recognized in our financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123(R) addresses share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. SFAS No. 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. FASB Statement 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the notes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Public entities will be required to apply SFAS No. 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. Presently, this Statement has no effect on our consolidated financial statements.

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OUR INDUSTRY

Background

        The international freight forwarding industry, which is part of the larger global third-party logistics industry, is estimated to be $92.0 billion. Freight forwarders generally serve as intermediaries between their customers and transportation carriers by consolidating shipments from multiple customers and delivering a larger, single consignment to the transportation carrier. In the case of international forwarders, the freight forwarder usually arranges for the transport of shipments by air and ocean carriers, although some international freight forwarders do provide overland freight forwarding services for inter-country shipments.

        By consolidating multiple shipments into a larger consignment, the freight forwarder is able to optimize the volume and weight of the consolidated shipment and achieve a lower unit rate in the aggregate than its customers could achieve individually. The amount that the freight forwarder charges its customers is referred to as the forwarder's gross revenue, and the difference between gross revenue and the underlying direct transportation costs is the freight forwarder's net revenue.

        Freight forwarders often provide customs brokerage and ancillary logistics services to their customers. In acting as a customs broker, freight forwarders prepare and file all customs documentation, pay and collect import duties and may provide other services, including bonded warehousing and surety bonding, for their customers. Many freight forwarders also provide related services, such as inventory management, order fulfillment, warehousing, pick-and-pack services, light assembly and other supply chain management services. These logistics services can be supplied on a stand-alone basis or in conjunction with forwarding services, depending on the freight forwarder's strategy.

        As intermediaries, freight forwarders generally do not own or lease the underlying transportation assets but act as service providers. The "asset light" nature of forwarding affords freight forwarders flexibility in providing various transportation options to their customers. Also, freight forwarders generally do not bear the expense of owning, operating and maintaining transportation assets and are able to match their purchases of transportation capacity with the demand for such capacity, which can translate into more predictable operating results and the opportunity to achieve a higher return on invested capital.

Competition

        The international freight forwarding industry is highly fragmented. Competition in the freight forwarding industry is based principally on quality of service and price. We believe that these factors in turn are influenced by the size and scale of a freight forwarder's operations, the local knowledge of the freight forwarder's employees and the quality of the freight forwarder's information technology systems. Freight forwarders with size and scale are able to negotiate better rates for purchased transportation capacity, have advantages in securing capacity from carriers during seasonal peaks, are able to more efficiently consolidate shipments and can simplify a customer's supply chain management processes by allowing the customer to concentrate its shipping with one or a small group of freight forwarders. Local market knowledge is needed to effectively navigate the customs laws and other regulations of the countries from and to which customers desire to ship goods. Complex information technology systems also aid in complying with these complex regulations and are important in providing customers with seamless service and visibility into their supply chains.

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Industry Growth

        We believe that the international freight forwarding industry has been growing due to a combination of factors, including:

•

World Economic Growth.    Growth in the world's economies is a key driver of global exports and international freight movements. As rapidly growing Asian markets like China and India increasingly serve as a source of manufacturing capacity for the United States, Europe and other Asian countries, the volume of exports from these countries is expected to rise significantly. At the same time, the rapidly growing middle class in these countries is driving growing levels of demand for imported goods.



•

Globalization of Trade.    As barriers to international trade are reduced or eliminated, companies are increasingly sourcing their parts, supplies and raw materials on a global basis. These components are often shipped into low-cost manufacturing and assembly locations and then finished goods are shipped out to their final destinations. This trend has increased the volume of world trade and placed a greater emphasis on international freight management and just-in-time delivery.



•

Increased Need for Time-Definite Delivery.    The need for just-in-time and other time-definite delivery services has increased as a result of the globalization of manufacturing, greater implementation of demand-driven supply chains and the shortening of product cycles. Time-definite supply chain management services can decrease overall manufacturing and distribution costs, reduce capital requirements and allow companies to manage their working capital more efficiently by reducing inventory levels and inventory loss.



•

Outsourcing of Non-Core Activities.    Companies are increasingly outsourcing transportation management and related logistics services so they can focus their efforts on their core businesses. In addition, as the complexity of managing global supply chains has increased, companies recognize that freight forwarders can often perform freight transportation and related logistics functions more efficiently and at a lower cost than the companies can themselves.

        We expect these factors to continue to drive growth over the next several years, with the fastest growth rates coming from the Asian trade lanes.

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BUSINESS

Overview

        We are a leading non-asset based international freight forwarder that provides services through a global network of 254 company-owned branches in 26 countries and 146 independent agent-owned branches in 66 countries. We provide air and ocean freight forwarding and logistics and customs brokerage services to our customers on a global basis and overland freight forwarding services to our customers primarily in Europe. Our logistics services include inventory management, order fulfillment, warehousing, pick-and-pack services, light assembly and other supply chain management services. We have a strong presence in the major trans-Pacific, trans-Atlantic and Asia-Europe trade lanes, as well as most major intra-Asia trade lanes. Our company-owned branches generated approximately 95% of our revenue during the first nine months of 2004 and are located in countries that together account for approximately 85% of the world's international trade flows.

        We utilize our global network, proprietary information technology system, relationships with transportation providers and complementary logistics services to assist our customers with the management of their global supply chains. We serve a large and diverse base of global and local customers, many of which operate in industries that we believe will experience above-average growth rates. As a non-asset based freight forwarder, we do not own or lease aircraft, ships or heavy-duty trucks. We generally purchase transportation capacity from independent air, ocean and overland transportation providers and resell that capacity to our customers. This approach allows us to provide our customers with broad access to global transportation capacity across a wide range of transportation options, while giving us increased flexibility and the opportunity to achieve a higher return on invested capital.

        Over the last three years, we have implemented a broad based operational turnaround that refocused our business on our core international freight forwarding operations. We also have improved our productivity and reduced our costs by lowering our headcount and overhead expenses and by consolidating underperforming offices as more fully described below. While the primary focus of these initiatives to date has been to improve our operating performance and margins, we believe that these initiatives and the investments we have made in our sales capabilities will enable us to increase our revenue.

Our History and Recent Restructuring

        We were established in 1995 by two private equity sponsors through the acquisition of The Bekins Company, which had historically operated as a household moving company but had begun to provide third-party logistics services. Over the next two years, we acquired the various businesses of LEP International, which was one of the largest and oldest non-asset based freight forwarders in Europe, and we began pursuing a strategy of growing our contract logistics business beyond these core international freight forwarding operations. In connection with that strategy, we committed resources to acquiring warehouse space and building other infrastructure to provide contract logistics services and devoted less attention to our core international freight forwarding business. The costs associated with developing and maintaining this contract logistics business, combined with a general downturn in global trade volumes in 2000, created a significant drain on our resources and adversely affected our financial performance.

        In November 2001, Questor Partners made a substantial investment in our company. Questor Partners is a private equity firm that has significant capital resources, as well as a successful background in turning around underperforming businesses. Questor Partners' affiliate, AlixPartners, LLC, is one of the world's largest international turnaround consulting firms. With Questor Partners' help, we assembled a new management team led by our President and Chief Executive Officer, William J. Flynn, and undertook a comprehensive restructuring of our company through a "back-to-basics" strategy. This

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strategy emphasized improving our operations in the Americas and Europe by refocusing on our core international freight forwarding business, improving productivity, reducing costs and positioning ourselves for future growth. In addition to hiring Mr. Flynn, we have hired over the last two years a new Chief Financial Officer, a new Chief Information Officer and new regional Chief Executive Officers for our Americas and EMEA regions. We also improved the quality of our regional and local management teams and strengthened our financial controls and systems. The specific components of our restructuring included:

•

Focusing on Our Core International Freight Forwarding Business.    We concentrated on developing our core business of international freight forwarding and scaled back or eliminated non-core businesses, including many of our stand-alone warehousing logistics operations. We also terminated or repriced business generated from unprofitable customer relationships and concentrated our expansion efforts in targeted trade lanes, such as the Asia Pacific region and overland freight forwarding in certain parts of Europe and selected industries, such as the technology, retail and automotive industries.



•

Improving Productivity.    We launched a significant business process re-engineering initiative. As part of this effort, we streamlined order processing, cross-trained personnel and redesigned workflows at some of our large branches and warehouses. These initiatives reduced labor costs and increased our productivity.



•

Reducing Costs.    We implemented a series of cost reduction initiatives. Specifically, we reduced headcount, lowered overhead expenses, consolidated unprofitable branches and eliminated excess facilities. We also reduced information technology costs by outsourcing certain non-strategic technology activities, and we reduced our transportation costs by achieving more efficient consolidation of shipments destined for a common location.



•

Investing in Our Sales Capacities.    We strengthened the quality and effectiveness of our sales force and invested in other sales and marketing activities. As a result of these efforts, in 2004, we received several significant new business awards, including the single largest new business contract in the 150-year history of our company and its predecessors.

        We believe these strategic initiatives have been primarily responsible for the improvements in our operations and financial results since 2001 and have enhanced our productivity and service quality.

Our Competitive Strengths

        We believe our competitive strengths are:

•

Global Network and Local Market Expertise.    With 400 branches in 92 countries, we are a leading non-asset based freight forwarder. Each branch benefits from our global network in terms of geographic coverage, purchasing power with transportation providers, global account management and an integrated information technology system. We combine these benefits with the local market knowledge of our branch-level employees, the vast majority of whom are citizens of the countries in which they operate. The combination of our scale, our global network and our local market knowledge allows us to meet our customers' specific needs and serve them globally on a cost-effective basis.



•

Substantial Asian Presence.    We are one of the ten largest international freight forwarders in substantially all of the Asian markets we considerer to be commercially important. During the nine months ended September 30, 2004, approximately two-thirds of our air and ocean activity passed through our operations in Asia. The intra-Asian trade lanes are among the largest and fastest growing trade lanes in the world. We believe that we are among the three largest international freight forwarders on the intra-Asian trade lanes and in South Asia, which we define as India, Pakistan, Bangladesh and Sri Lanka, and that we are the only international

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freight forwarder in India with in-house customs brokerage operations. We further believe that we are one of the few international freight forwarders with operating licenses in most of the major markets in China, which allows us to service our customers directly rather than working through relationships with local companies.

•

Strong Negotiating Leverage on Major Trade Lanes.    We have a strong presence on the major trans-Pacific, trans-Atlantic, Asia-Europe and intra-Asia trade lanes. We also have a balanced demand for both import and export volumes and strong relationships with our carriers. As a result, we are able to obtain favorable pricing throughout the year and access to capacity during seasonal peaks, both of which are important factors in attracting and retaining customers.



•

Well-Balanced Product Offerings.    We have well-balanced product capabilities on a global basis across air and ocean freight forwarding, logistics and customs brokerage services and, in the case of Europe, overland freight forwarding. Our broad range of product offerings, together with our global network, provides us with an advantage in competing for business because many customers are seeking to simplify their transportation management by consolidating their volume with one or a few forwarders. We also are often able to sell additional services to customers that initially use our services for a particular mode or trade lane. Our ability to combine logistics services with international freight forwarding also integrates us more fully with our customers' operations.



•

Highly Experienced Senior Management Team with Proven Execution Capabilities.    Members of our senior management team have an average of over 20 years of experience in the transportation, logistics and freight forwarding industries. Our senior management team has demonstrated its execution capabilities by successfully implementing an operational and financial turnaround of our business and by creating a foundation for profitable growth.



•

Integrated Global Information Technology Platform.    We use a single, fully integrated information technology platform that provides us with service and cost advantages by standardizing operating procedures and allowing for seamless execution and communication with our customers and among our branch offices worldwide.

Our Strategy

        Our strategy is to grow our revenue and profits by leveraging our strong market position in Asia and building on recent customer wins in the Americas and our strong skills in serving certain higher growth industries. We are also focused on improving our profitability by continuing to enhance productivity and by leveraging our scale and balanced trade flows to reduce our purchased transportation costs. The key elements of our strategy include:

•

Leveraging Our Strong Market Position in Asia.    We plan to continue to use our expertise, relationships and purchasing leverage in Asia to further develop our operations in that region and, in particular, to increase volume in the outbound Asia Pacific trade lanes. We believe these efforts will create additional business opportunities to provide inbound freight management services in other regions, including within Asia and in Europe and the Americas.



•

Building on Recent New Business Wins in the Americas.    Over the past year, we have invested in our sales effort in the Americas where we have focused on selling consignee or "collect" business, which is an import business where transportation decisions are made by the recipient of the goods rather than the party originating the shipment. Our strengthened sales force secured new business in 2004 in the trans-Pacific, trans-Atlantic and Latin American trade lanes, and we believe our increased sales effort will yield additional new business wins.



•

Pursuing Select Middle-Market Customers.    We plan to continue to focus our sales efforts on customers with annual revenues of $500 million to $3 billion. We believe middle-market

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customers tend to value service quality more highly than price because they are more dependent on freight forwarders to effectively manage their transportation needs. Consequently, we believe that there is the opportunity to realize higher margins in this segment of the market. We believe we are well positioned to target this segment because our branches are predominately managed and staffed by citizens of the countries in which they are located, giving us the local market knowledge and contacts to identify potential customers.

•

Building on Our Position in Targeted High-Growth Industries.    We plan to build on our existing strength in selected industries, such as the technology and retail industries, which we believe will experience above-average growth rates. We also intend to target select industries where we have competitive strengths on a regional basis, such as the automotive industry in Europe and the Americas and logistics support for major infrastructure projects in the Americas and Asia.



•

Leveraging Our Scale and Strength on Major Trade Lanes.    Our significant freight volumes on high traffic international trade lanes provide us with the purchasing power to negotiate attractive rates and secure capacity during seasonal peaks. We plan to continue to focus on high traffic international lanes, with an emphasis on freight consolidation at gateway cities to drive even higher volumes. We also plan to utilize our overland capabilities in Europe to capture increased volumes to and from Eastern Europe, which we believe will grow as manufacturing is increasingly sourced through lower cost Eastern European markets.



•

Continuing to Improve Our Productivity and Service Quality and Realizing Operating Efficiencies.    We plan to use the rigorous productivity improvement techniques that we used over the last three years to drive continued cost reductions and increased service quality. Because our network infrastructure is largely in place, we believe additional growth will result in greater overhead absorption and increased operating efficiency and will strengthen our ability to offer attractive rates to existing and potential customers.

Our Services

        As a non-asset based freight forwarding and logistics services provider, we offer world-wide transportation services to our customers using a wide range of transportation modes, including air, ocean and overland. We do not own, lease or operate aircraft, ships or heavy-duty trucks. Instead, we contract with commercial carriers to arrange for the shipment of our customers' goods. We also arrange for, and in some cases provide, pickup and delivery service between the carrier and the shipper or recipient. We also provide supply chain management services to our freight forwarding customers, including warehousing, inventory management, order fulfillment, pick-and-pack services, light assembly and customs brokerage.

        When performing freight forwarding services, we typically act either as a freight consolidator or as an agent for the carrier. When acting as a freight consolidator, we purchase cargo space from carriers on a volume basis and resell that space to our customers. When moving shipments between points where the volume of business does not facilitate consolidation, we receive and forward individual shipments as the agent of the shipper. Whether acting as an agent or consolidator, we offer our customers our knowledge of optimum routing, familiarity with local business practices, knowledge of export and import documentation and procedures and assistance with space availability in periods of peak demand.

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        Our net revenue by service class for the nine months ended September 30, 2004 was as follows:

Net Revenue by Service Class

        Air Freight Forwarding.    We provide air freight forwarding services in all our principal geographic regions. During the first nine months of 2004, air freight forwarding services accounted for approximately 35% of our net revenue. We run air freight consolidation operations out of most of the world's major gateway cities, such as Frankfurt, London, Chicago, New York, Los Angeles, Singapore, Hong-Kong and Shanghai. These consolidation operations provide our customers with frequent service and consistent access to capacity. To supplement regular air freight service from scheduled carriers, we routinely charter freighter aircraft to meet peak customer demand.

        We also operate a "master-loading" operation in Hong Kong, where we act as a wholesaler of freight capacity and consolidate shipments on behalf of other freight forwarders. These operations are in addition to the retail freight forwarding services we provide directly to shippers in Hong Kong. We believe that our master-loading operations provide us with favorable purchased transportation rates and preferential access to capacity, particularly during the critical peak shipping season. We are currently developing a similar master-loading structure in China.

        During the first nine months of 2004, approximately two-thirds of our air freight net revenue was derived from Asian trade lanes. Our largest single air freight trade lane is also the world's fastest growing air trade lane—the intra-Asia lane. The growth in this trade lane is being driven by changes in global supply chains, as companies are sourcing components from within Asia, completing final assembly at other locations within Asia and then distributing finished products to local Asian markets, as well as to the United States and Europe.

        Ocean Freight Forwarding.    We provide full container load ("FCL") and less than container load ("LCL") ocean freight forwarding services in all three of our principal geographic regions. During the first nine months of 2004, ocean freight forwarding services accounted for approximately 24% of our net revenue. We believe we are one of the few companies that runs a multi-country LCL consolidation service between all major points in South Asia and the United States and Europe.

        During the first nine months of 2004, approximately two-thirds of our ocean freight net revenue was derived from Asian trade lanes. Our largest single ocean freight trade lane is also the world's fastest growing ocean trade lane—the Asia to Europe lane. Growth in the Asia to Europe and Asia to North America trade lanes, is being driven by continued rapid globalization of manufacturing facilities to Asian production centers in China, Thailand, Malaysia and other south and southeast Asian countries.

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        Overland Freight Forwarding.    Substantially all of our overland freight forwarding business is conducted in Europe. While the majority of this traffic is less than truckload ("LTL"), we also provide significant truckload ("TL") and rail services. During the first nine months of 2004, overland freight forwarding accounted for approximately 18% of our net revenue. We have a particularly strong overland presence in Spain, Portugal, Germany, the United Kingdom and Sweden. We believe there are opportunities for us to increase our overland business by continuing to cross-sell these services to our existing air and ocean customers and by continuing to grow our business in Germany, which has increasingly become the gateway for trade to and from Eastern Europe.

        Warehousing and Logistics Services.    We also provide warehousing and logistics services, including inventory management, order fulfillment, pick-and-pack services, light assembly and other supply chain management services. During the first nine months of 2004, warehousing and logistics services accounted for approximately 12% of our net revenue. We provide our warehousing and logistics services primarily to our freight forwarding customers rather than on a stand-alone basis. We believe these services can be profitable when offered in conjunction with freight forwarding services and can increase customer loyalty by integrating us more fully with their operations. We do provide certain logistics services on a stand-alone basis, such as our direct-to-store service, in which we coordinate the receipt of high value merchandise, such as video games, from manufacturers and deliver those shipments directly to a retailer's store shelves. Over the past two years, we have targeted this service for growth and were awarded several new contracts in the United States in 2004.

        Customs Brokerage and Other Services.    In addition to our core forwarding and logistics services, we also provide customs brokerage and certain other specialized services. During the first nine months of 2004, customs brokerage and these other specialized services accounted for approximately 11% of our net revenue. Customs brokerage involves providing services at the destination of a shipment, such as helping our customers clear shipments through customs by preparing required documentation, calculating and providing for payment of duties and other taxes on behalf of our customers and arranging for any required inspections by governmental agencies. We offer customs brokerage services in conjunction with our core international freight forwarding business in all major countries in which we operate. Our other specialized services include warehousing and specialized logistics for trade shows, fairs and major expositions; an international household moving service; and global logistics support for major infrastructure projects, which we call our project cargo business and which involves the shipment of equipment and construction materials to these projects.

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Our Markets

        We have a global network with a significant presence in the major East-West trade lanes, including trans-Pacific, trans-Atlantic and Asia-Europe trade lanes, as well as most intra-Asia trade lanes. During the first nine months of 2004, company-owned branches generated approximately 95% of our gross revenue, and these branches operated in countries that together account for approximately 85% of the world's international trade flows. We typically use agent offices to handle business in lower volume secondary or tertiary markets, primarily on non-core North-South trade lanes.

Distribution of Net Revenue by Trade Lane — Air and Ocean⁽¹⁾

(1)

Percentages shown above represent percentage of total air revenue and percentage of total ocean revenue for the nine months ended September 30, 2004. Other Air (15%) and Ocean (12%) consists of intra-regional flows (excluding intra-Asia) and North-South flows to and from secondary markets. Substantially all of our net revenue for overland services is derived from trade lanes within Europe.

        We combine our global network and the scale advantages it offers with local market knowledge and expertise. In the Asia Pacific region, all but two of our country-level chief executive officers are local nationals. In the EMEA region, all of our country-level chief executive officers are local nationals. We leverage the knowledge and expertise of these individuals and their relationships in their local markets to generate new and repeat business, particularly from middle-market customers, which we believe tend to purchase transportation locally.

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        Our net revenue by geographic region for the nine months ended September 30, 2004 was as follows:

Net Revenue by Geographic Region

Our Locations

        As of September 30, 2004, we operated through 400 locations in 92 countries, including 254 company-owned locations in 26 countries and 146 independent agent-owned locations in 66 countries. Our customers and carriers generally do not distinguish between our owned locations and locations where we use exclusive agents, as both display, utilize and promote our trade name and trademarks and use our information systems and processes. In countries where we do not have owned operations or exclusive agents, we use non-exclusive agents. Non-exclusive agents have no contractual commitment to us and do not use our trade name, trademarks or information systems.

        Most of our contracts with our exclusive agents do not have fixed terms and are terminable upon one to three months notice. Each exclusive agent operates as an independent business and is responsible for all costs associated with its operations. An exclusive agent is compensated by sharing in a portion of the revenue generated by shipments to or from that agent, either through a sales commission or sharing a percentage of the net revenue produced. Our agents also provide services on our behalf, such as origin, destination or other transportation or logistics services for which they are compensated based on a prescribed revenue distribution formula.

        Our subsidiaries in Bangladesh, China, Hong Kong, Indonesia, Korea, Pakistan, the Philippines, Singapore and Thailand and our joint venture company in Sri Lanka have other third-party stockholders. These stockholders own from 10% to 60% of these companies. These stockholders generally have significant day-to-day involvement in our business in these countries. We believe providing these individuals with an equity interest in these companies has proven to be an effective economic incentive, although in each country other than Indonesia and Thailand, we have the right to purchase their stock on the happening of specified events and/or after the elapse of specified periods of time at a valuation determined based on a pre-set formula. We are a minority stockholder in the entities through which we conduct operations in Australia, New Zealand and Denmark.

        We conduct business in some countries using a local agent who can provide knowledge of the local market conditions and facilitate the acquisition of necessary licenses and permits. We rely in part upon the services of these agents, as well as our country-level chief executive officers, branch managers and other key employees, to market our services, to act as intermediaries with customers and to provide other services on our behalf.

Sales and Marketing

        We currently employ approximately 600 full-time sales and marketing personnel, including approximately 410 individuals in the Asia Pacific region, approximately 140 individuals in EMEA region and approximately 50 individuals in the Americas region. These sales people are typically citizens of the nations in which they operate and are responsible for generating business in their respective countries.

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Our large Asia sales organization supports our strong intra-Asia business, as well as a significant Asia-controlled freight export business to Europe and North America.

        Our sales people are typically focused on either a specific industry, trade lane or local territory. Industry specialists serve our broad global accounts using a global account management structure that is designed to provide consistent, high quality customer service throughout our network. Trade lane specialists focus on specific trade lanes, which allows them to become "local experts" in certain geographies. Targeting our sales efforts on particular trade lanes also allows us to build density on targeted lanes more quickly, providing increasing scale benefits in terms of cost, service and capacity. Local sales specialists focus on the smaller local accounts and use their knowledge of the local market to generate new business. We also have sales people dedicated to further developing several specific product lines. For example, we have sales people dedicated to our direct-to-store business, our project cargo business and our fairs and exhibitions business.

Customers

        We have a large, diverse customer base that includes over 58,000 active accounts, with no customer representing more than 2.4% of our net revenue for the nine months ended September 30, 2004. We have developed particular expertise in several industries that we believe will experience above-average growth rates, such as the technology and retail industries. We believe customers in these industries benefit from our strong Asian presence, critical mass in the key East-West trade lanes and our supply chain management capabilities, such as our direct-to-store service. We believe that the diversity of our customers, together with our diversified geographic presence and well-balanced product offerings, lessens the impact of business cycles or other factors affecting any one company, geographic region or mode of transportation.

        Our net revenue by industry for the nine months ended September 30, 2004 was as follows:

Net Revenue by Industry

        We focus our marketing efforts on middle-market customers with $500 million to $3 billion in annual revenue because they represent a large pool of potential customers that require shipment of a broad range of products and services and are often more focused on service quality than price. These customers also benefit from our broad global network, local market knowledge and supply chain management services.

Suppliers

        We use a diversified group of air, ocean and overland transportation providers and are not dependent on any one carrier. In the first nine months of 2004, our largest air transportation provider represented approximately 14% of our air freight purchases and our largest ocean provider represented approximately 13% our ocean freight purchases. No overland transportation provider accounted for more than approximately 3% of our overland freight purchases during the first nine months of 2004.

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        Although we are not overly dependent on any one air, ocean or overland carrier, we do manage our transportation purchases globally and regionally to maximize our purchasing leverage and to take advantage of favorable contract terms that we have with our largest providers. To this end, in the first nine months of 2004, our ten largest air carriers represented approximately 65% of our air volume and our ten largest ocean carriers represented approximately 68% of our ocean volume. We believe this concentration of volume allows us to obtain favorable pricing and access to capacity during seasonal peaks.

Information Systems

        We utilize a global, multi-modal, multi-currency and multi-lingual integrated freight forwarding and job costing system that provides international tracking, custom services, document preparation, document transmittal and electronic data interchange interfaces with customers, carriers and internal business units. This system also is directly integrated with our accounting and financial reporting systems. We believe that our ability to provide our customers with timely access to accurate information regarding the status of cargo-in-transit differentiates us from some of our competitors and is an important factor in customer retention and expansion. We also believe that the ability to monitor all purchased transportation costs and compare them to anticipated costs on a job-by-job basis is critical to improving margins. We believe that our information systems are a competitive advantage and provide an incentive for our customers and agents to continue to do business with us.

Regulation

        The freight forwarding industry is subject to regulation in each country where we have operations. Proposed or other future regulatory and legislative changes can affect the economics of the industry by requiring changes in operating practices or influencing the demand for, and the costs of providing, services to customers.

        Numerous jurisdictions in Asia prohibit or restrict foreign ownership of local logistics operations and, although we believe our ownership structure in Asia conforms to such laws, the matter is often subject to considerable regulatory discretion and there can be no assurance local authorities would agree with us. In 2004, we obtained a Class "A" operating license in China along with other necessary local licenses which we think provides us with a competitive advantage in that market.

        In our ocean freight forwarding business, we are licensed as an ocean freight forwarder by the Federal Maritime Commission ("FMC"). Our ocean freight Non-Vessel Operating Common Carrier ("NVOCC") business is subject to regulation under the FMC tariff filing and surety bond requirements and under the Shipping Act of 1984 and the Ocean Reform Shipping Act of 1988, particularly with respect to those terms proscribing rebating practices. For ocean shipments not originating or terminating in the United States, the applicable regulations and licensing requirements typically are less stringent than those that originate or terminate in the United States.

        Although certain regulations exempt air freight forwarders from most of the Federal Aviation Act's requirements, with respect to our air freight forwarding business in the United States, we are subject to certain of the Department of Transportation's regulations as an indirect air cargo carrier under the Federal Aviation Act. Our U.S. freight forwarding business is subject to regulation by the Transportation Security Administration. Our foreign air freight forwarding operations are subject to similar regulation by the regulatory authorities of the respective foreign jurisdictions.

        We are subject to a broad range of environmental and workplace health and safety laws and regulations, including those governing the storage, handling and disposal of solid and hazardous waste, the shipment of explosive or illegal substances and other national security matters. If we are found to be in violation of applicable environmental or workplace health and safety laws and regulations, or if there is a finding that our policies and procedures fail to satisfy requisite minimum safeguards or otherwise do not comply with applicable laws or regulations, we could be subject to large fines,

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penalties or lawsuits, and we may face bans on making future shipments in particular geographic areas. In addition, if a release of hazardous substances occurs on or from our facilities or from a carrier we use, we may be required to participate in the remedy of, or otherwise bear liability for, such release. In such case, we also may be subject to claims for personal injury, property damage and natural resource damages. In 2003, the EPA filed a civil complaint against us alleging the improper storage of hazardous waste at our Laredo, Texas facility. The complaint sought a penalty of $374,500. We recently settled the matter with the EPA for a civil penalty of $45,000 and agreed to undertake a supplemental environmental project costing $100,000. We do not anticipate making any material capital expenditures for environmental control purposes in the next 12 months.

        As a customs broker operating in the United States, we are subject to highly complex and detailed customs laws and regulations and import and export controls, including the licensing requirements of the United States Department of Homeland Security, and are regulated by the United States Customs Service. Our fees for acting as a customs broker are not regulated. All U.S. Customs brokers are required to maintain prescribed records and are subject to periodic audits by the United States. Our foreign customs brokerage operations are licensed in and subject to the regulations of their respective countries.

        As a result of the September 11, 2001 terrorist attacks, the Federal Aviation Authority issued a number of regulations in respect of security measures relating to air cargo and freight shipments. As a certified party under the self-policing Customs-Trade Partnership Against Terrorism, we are also subject to compliance with security regulations that are enforced by the United States Customs Service, and we are subject to regulations under the Container Security Initiative, which is administered by the United States Customs Service.

        We must comply with export regulations of the United States, including the Department of State (International Traffic in Arms Regulations), the Department of Commerce (the Export Administration Regulations), the Department of Treasury (the Asset Control Regulations) and the Bureau of Customs and Immigration Service, regarding what commodities are shipped to what destination, to what end-user and for what end-use. In addition, under some countries' applicable export laws and regulations (including those of the United States), we have an obligation to exercise reasonable care to ensure that each of our customers is in compliance with such laws and regulations, including laws and regulations requiring that the customer obtain appropriate licenses for shipments and accurately declare the contents of shipments for customs purposes.

        Some portions of our warehouse operations require authorizations and bonds by the United States Department of the Treasury and approvals by the United States Customs Service. Certain of our warehouse operations are licensed as container freight stations, public bonded warehouses and customs examination sites by the United States and other sovereign countries' customs services. Our foreign warehouse operations are subject to the regulations of their respective countries.

        We have adopted compliance programs and procedures designed to help us comply with applicable laws, rules and regulations. While we believe these programs generally are effective, because of the complexity of these laws, rules and regulations and the global scope of our business, we may not in all cases be in compliance. Our own internal audits of our compliance programs and procedures have identified certain instances where our employees failed to follow our internal procedures. In such instances, we took appropriate steps to address the non-compliance. If we fail to comply with applicable laws, rules or regulations, to exercise reasonable care with respect to our customers' shipments or to maintain required licenses or permits, we could be subject to substantial fines, criminal liability and/or suspension or revocation of our operating permits or authorities. While there can be no assurance as to impact on us of a failure to be in compliance with all applicable laws, rules and regulations, we have to date not been adversely affected by these laws, rules and regulations in any material respect.

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Intellectual Property

        We have registered trademarks on a number of variations of the GeoLogistics name, our "G" logo and the LEP trademarks in the United States and other countries in which we operate. Depending on the jurisdiction of registration, trademarks are generally protected for ten to twenty years if they are in continuous use during that period and are renewable. These trademarks are material to us in the marketing of our services.

Seasonality

        Historically, our operating results have been subject to seasonal trends. Our first fiscal quarter is traditionally weaker than our other fiscal quarters, and our third and fourth fiscal quarters have generally been our strongest. This seasonality is due to many factors, including the markets in which we operate, holiday seasons, consumer demand, climate and economic conditions.

        A substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to consumer demand or are based on just-in-time production schedules. Our revenue is, to a large degree, affected by factors beyond our control, including shifting consumer and manufacturing demand and economic cyclicality. Additionally, because many customers ship a significant portion of their goods at or near the end of a calendar quarter, we may not learn of a shortfall in revenues until late in a given quarter.

Employees

        As of September 30, 2004, we and our subsidiaries had approximately 5,600 employees. Approximately 2,800 of our employees are in the Asia Pacific region, 2,000 are in EMEA and 800 are in the Americas. Management believes that the company has good relationships with its employees.

        Approximately 44 of our employees in the United States are subject to collective bargaining arrangements. In Europe, our employees are members of work councils where required by law. In Asia, all of our employees are non-unionized.

Properties

        The properties used in our operations consist principally of leased freight forwarding offices and warehouse and distribution facilities. As of September 30, 2004, we had 144 office facilities, 5 of which were owned and 139 of which were leased, and 143 warehouse facilities, 10 of which were owned and 133 of which were leased. In the aggregate, we have approximately 1.2 million square feet of office space and 4.0 million square feet of warehouse space in 25 countries.

        The following table sets forth certain information relating to our domestic and foreign properties as of September 30, 2004.

	Number of Facilities
	Owned	Leased	Total
Asia Pacific	2	106	108
Europe/Middle East/Africa	12	126	138
Americas	1	40	41
Total	15	272	287

        We believe that our office and warehouse facilities are generally well maintained, are suitable to support our business and are adequate for our present needs.

Legal Proceedings

        We are not currently subject to any material legal proceedings. From time to time we may become a party to various legal proceedings arising in the ordinary course of our business.

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MANAGEMENT

Executive Officers and Directors

        Our executive officers and directors are:

Name	Age	Position
William J. Flynn	51	President, Chief Executive Officer and Director
Stephen P. Bishop	48	Executive Vice President and Chief Financial Officer
Wolfgang Hollermann	56	Chief Executive Officer of Asia Pacific Region
Charles Kirk	56	Chief Information Officer
Alex Leivici	44	Chief Executive Officer of Americas Region
Karl Nutzinger	47	Chief Executive Officer of Europe/Middle East/Africa Region
Robert D. Denious	43	Director
Malcolm T. Hopkins	76	Director
John A. Janitz	62	Director
Michael D. Madden	55	Director
Kevin Prokop	36	Director
Dominick J. Schiano	50	Director

William J. Flynn became our President, Chief Executive Officer and director in August 2002. Before joining our company in 2002, Mr. Flynn was the Senior Vice President, Merchandise Service Group of CSX Transportation, the railroad unit of CSX Corporation, a provider of freight transportation services, from May 2000 until July 2002. Mr. Flynn was the Senior Vice President of Strategic Planning for CSX Corporation, where he was responsible for the company's e-business strategy and development, from December 1999 until April 2000. Before his employment at CSX Corporation, Mr. Flynn held various positions at Sea-Land Service, Inc., a U.S.-based ocean carrier. Mr. Flynn has over 27 years of experience in the freight forwarding and logistics industry. In March 2003, Mr. Flynn was awarded the Marco Polo award by the government of China, the highest award given to a private person for support of humanitarian activities and business development in China.

Stephen P. Bishop became our Executive Vice President and Chief Financial Officer in July 2004. Before joining our company in 2004, Mr. Bishop was the Executive Vice President and Chief Financial Officer of NetJets, Inc., a fractional aircraft ownership program, where he was responsible for building finance and information technology teams and for implementing refinancing initiatives from July 1998 until May 2004. NetJets Inc. is a subsidiary of Berkshire Hathaway. Mr. Bishop served as the Corporate Vice President and Treasurer and then Managing Director of Finance and Operations of Telcordia Technologies, a telecommunications software and consulting company, from February 1995 until June 1998. Mr. Bishop has over 25 years of experience in finance and operations management.

Wolfgang Hollermann joined our company in September 1997 as result of our acquisition of LEP International Worldwide Ltd., a transportation services company, where he had been serving as the Chief Executive Officer of its Asia Pacific Region since September 1990. Mr. Hollermann has continued to serve as our Chief Executive Officer of Asia Pacific Region since that acquisition. Before joining LEP International in 1990, Mr. Hollermann was the joint Chief Executive of the merged group Herman Ludwig and Calberson Group, a freight forwarding company, from January 1987 until December 1989. Before serving as the joint Chief Executive, Mr. Hollermann was President of Hermann Ludwig Inc., where he headed that company's North American operations from January 1985 until January 1987. Mr. Hollermann has over 25 years of experience in the freight forwarding and logistics industry.

Charles Kirk became our Chief Information Officer in April 2004. Before joining our company in 2004, Mr. Kirk was the Senior Vice President, Information Technology at C&S Wholesale Grocers, a

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provider of warehousing and distribution services, where he was responsible for due diligence analysis, systems integration for large company acquisitions and the creation of a plan for the transition from mainframe applications to modern platforms from June 2003 until January 2004. Before his employment at C&S Wholesale Grocers, Mr. Kirk worked at General Motors, a global vehicle manufacturer, from February 1997 until May 2002. While at General Motors, he first served as Information Officer, Customer Experience with corporate responsibility for all customer facing systems, and then as General Manager, Enterprise Customer Management with responsibility for customer relations management for General Motors Automotive, where he created and implemented the first corporate-wide customer contact and support operation. Mr. Kirk has over 25 years of experience in the information technology industry.

Alex Leivici became our Chief Executive Officer of Americas in January 2004. Before joining our company in 2004, Mr. Leivici was the Senior Vice President for the North East Region of Panalpina Group, a global freight forwarding and logistics company, where he worked from September 1978 until July 2003 and was primarily responsible for regionalizing its North American organization. Mr. Leivici has over 20 years of experience in the freight forwarding and logistics industry.

Karl Nutzinger became our Chief Executive Officer of Europe/Middle East/Africa Region in April 2003. Before joining our company in 2003, Mr. Nutzinger was the Regional Director and Chief Executive Officer, Central Europe at Schenker AG, Essen, an international freight forwarding company, where he worked from January 2000 until March 2003. At Schenker AG, Essen, Mr. Nutzinger introduced gate and HUB-systems in air, sea and land freight, participated in the restructuring of that company and implemented cost-cutting programs in the region. Mr. Nutzinger was also in charge of operations in several countries, including the U.K., Ireland, France, Italy and Spain. Before his employment at Schenker AG, Essen, Mr. Nutzinger served as the General Manager, Berlin and Eastern Germany at Schenker BTL, where he created a Logistics Consulting Division and implemented e-commerce, benchmarking concepts and quality management between 1995 and 1999. Mr. Nutzinger has over 20 years of experience in the freight forwarding and logistics industry.

Robert D. Denious has served as a director of our company since November 2001. Mr. Denious is a Director of Questor Management Company, LLC, which manages the day-to-day operations of Questor Partners, where he is responsible for leading transactions, arranging financing and working closely with management teams of portfolio companies to design, implement and drive operational improvements. Before joining Questor Management in 1999, Mr. Denious was a lawyer in the corporate and securities group at Drinker Biddle & Reath LLP from September 1988 until March 1999, where he was a partner from 1996.

Malcolm T. Hopkins has served as a director of our company since November 2001. Mr. Hopkins is an independent consultant in corporate governance to distressed debt and private equity investment firms. Before becoming an independent consultant, Mr. Hopkins served in various senior executive capacities, including Vice Chairman and Chief Financial Officer, of the St. Regis Corporation, a diversified multinational forest products company, from May 1976 until November 1984. Mr. Hopkins has extensive experience providing oversight and advice to bankrupt and distressed companies. Mr. Hopkins has served as a non-employee chairman of the board of directors and a lead director, as well as a chairman of the audit, compensation and executive committees of various companies.

John A. Janitz has served as a director of our company since December 2003. Mr. Janitz is a Managing Director of Questor Management Company, LLC and has served as Chairman of Teksid Aluminum, a global producer of aluminum castings for the automotive industry since February 2003. Before joining Questor Management in 2003, Mr. Janitz was the President and Chief Operating Officer of Textron Inc., a multi-industry company, from March 1999 until October 2001.

Michael D. Madden has served as a director of our company since November 2001. Mr. Madden is a Managing Director of Questor Management Company, LLC. Before joining Questor Management in

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1999, Mr. Madden was Chairman of Hanover Capital, a merger-advisory firm, and a partner of Beacon Group Holdings, L.L.C., a major merchant banking organization, where he was Vice Chairman and a member of the board of directors. Mr. Madden has also served as a member of the board of directors and executive committee of Lehman Brothers, as a member of the board of directors of Kidder, Peabody & Co., and he currently serves as a member of the board of directors and audit committee of Stratus Properties, Inc., a real estate investment and development company.

Kevin Prokop has served as a director of our company since November 2001. Mr. Prokop is a Vice President of Questor Management Company, LLC. Before joining Questor Management in 1998, Mr. Prokop was Associate and Engagement Manager at McKinsey & Company, a management consulting firm. Before his employment at McKinsey & Company, Mr. Prokop worked at Kleinwort Benson, Ltd., as well as at First Chicago-NBD Capital Markets, where he focused on buyouts and middle-market mergers and acquisitions.

Dominick J. Schiano has served as a director of our company since December 2003. Mr. Schiano is a Director of Questor Management Company, LLC. Before joining Questor Management in 2003, Mr. Schiano held various executive positions at Textron Inc. from September 1997 until May 2003, including Executive Vice President, General Manager and Chief Financial Officer of the threaded fastener, fastening systems and automotive business segments.

Board of Directors and Committees

        Our business and affairs are managed under the direction of our board of directors. Upon completion of this offering, our board of directors will be comprised of seven directors, and our certificate of incorporation will divide our board of directors into three classes. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Upon completion of this offering, the classes will be comprised as follows:

•

Michael D. Madden and Kevin Prokop will be Class A directors whose terms will expire at the 2006 annual meeting of stockholders,



•

Malcolm T. Hopkins and John A. Janitz will be Class B directors whose terms will expire at the 2007 annual meeting of stockholders, and



•

Robert D. Denious, William J. Flynn and Dominick J. Schiano will be Class C directors whose terms will expire at the 2008 annual meeting of stockholders.

        The board of directors will distribute any additional directorships resulting from an increase in the number of directors among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification may have the effect of delaying or preventing changes in control of our company.

        Because Questor Partners will own more than 50% of the voting power of our company after giving effect to this offering, we are considered a "controlled company" for the purposes of The Nasdaq National Market listing requirements. As a result, we are exempt from certain of the Nasdaq's corporate governance requirements, including requirements that (1) a majority of our board of directors consist of independent directors, (2) compensation of our officers be determined or recommended to our board of directors by a majority of independent directors or by a compensation committee consisting of independent directors and (3) our director nominees be selected or recommended for selection by a majority of independent directors or by a nominating committee consisting of independent directors. Following this offering, we intend to utilize these exemptions, so our board of directors will not have a majority of independent directors and our compensation and nominating and corporate governance committees will not consist entirely of independent directors. Accordingly, you may not have certain protections afforded to stockholders of companies that are

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subject to all of the corporate governance requirements of The Nasdaq National Market, and the approval of certain significant corporate decisions could be determined by directors who are not independent.

        Our board of directors has established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee.

        Audit Committee.    The audit committee of the board of directors consists of Malcolm T. Hopkins, Kevin Prokop and Dominick J. Schiano. The audit committee is responsible for, among other things:

•

selecting our independent registered public accounting firm,



•

overseeing management's maintenance of the reliability and integrity of our accounting policies and our financial reporting and disclosure practices,



•

overseeing management's establishment and maintenance of processes to assure that an adequate system of internal controls is functioning,



•

assisting management in establishing and monitoring processes to assure our compliance with legal and regulatory requirements,



•

reviewing our annual and quarterly financial statements and discussing those financial statements with management and the independent registered public accounting firm, and



•

reviewing the performance and qualifications of our independent registered public accounting firm, approving the scope of its audit and preapproving the audit and non-audit services it proposes to perform.

        Our board of directors has determined that Mr. Hopkins is independent in accordance with the rules of the Securities Exchange Act of 1934, as amended, and The Nasdaq National Market.

        Compensation Committee.    The compensation committee of the board of directors consists of Robert D. Denious, John A. Janitz and Michael D. Madden. The compensation committee is responsible for, among other things:

•

reviewing key employee compensation policies, plans and programs,



•

reviewing and approving compensation for our executive officers and any employment contracts or other similar arrangements between us and our executive officers,



•

administering our stock option and other employee benefits plans, and



•

preparing recommendations and periodic reports to the board of directors and stockholders concerning these matters.

        Nominating and Corporate Governance Committee.    The nominating and corporate governance committee of the board of directors consists of William J. Flynn, John A. Janitz and Michael D. Madden. The nominating and corporate governance committee is responsible for, among other things:

•

assisting the board of directors in identifying individuals qualified to become board members,



•

recommending nominees for election as directors and as members of committees of the board of directors,



•

assessing the performance of our directors and our board of directors, and



•

developing, recommending to the board of directors and reviewing our corporate governance principles.

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Board Compensation

        In 2004, Malcolm T. Hopkins, a non-employee director, was entitled to receive fees totaling $20,000 for his service on our board of directors. No additional compensation was paid for committee participation or special assignments. Our other non-employee directors, Robert D. Denious, John A. Janitz, Michael D. Madden, Kevin Prokop and Dominick J. Schiano, who are affiliated with Questor Management Company, LLC ("Questor Management"), did not directly receive fees from us for their service as directors. Instead, Questor Management received an annual fee of $1.5 million for 2004 from us related, among other things, to the service of those individuals on our board of directors.

        Following the completion of this offering, we will provide the following compensation to our non-employee directors:

        Cash Compensation.    Each non-employee director will receive an annual fee of $              for his or her service as a director and an additional annual fee of $              will be paid to the chair of each committee of our board of directors. Each of these directors will also receive $               for each board meeting attended in person and $              for each board meeting attended by telephone. Each director who is also a member of a committee will receive $              for each committee meeting attended in person and $              for each committee meeting attended by telephone, provided that such committee meeting is held on a day when there is not also a board meeting. We also will provide reimbursements for travel, lodging and other related expenses incurred in attending board meetings.

        Equity Compensation.    Each non-employee director will be granted an option to acquire              shares of our common stock upon completion of this offering. Thereafter, upon first being elected or appointed as a non-employee director, an individual will be granted an option to acquire               shares of our common stock. In addition, on the day of each annual meeting of stockholders, each non-employee director in office immediately following the meeting will be granted option to acquire              shares of common stock, unless that director had received an initial option grant less than six months before the date of the annual meeting. The directors affiliated with Questor Management have advised us that they are required, under their arrangements with Questor Management, to assign all of their interests in and to these options to Questor Management.

        Each initial option and annual option will vest and become exercisable in              equal installments beginning on the first anniversary of the grant date. The exercise price per share of these options will equal the fair market value of our common stock on the date of grant. The number of shares underlying these options is subject to adjustment for stock dividends, combinations, splits and similar events.

Compensation Committee Interlocks and Insider Participation

        None of the members of the compensation committee is or was during 2004 an employee, or is or has ever been an officer, of our company or our subsidiaries. None of our executive officers serves or has served as a member of the board of directors or compensation committee of another company that has at least one executive officer serving as a member of our board of directors or compensation committee. No interlocking relationships exist between our board of directors or compensation committee and the board of directors or compensation committee of any other entity, nor has any interlocking relationship existed in the past.

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Executive Compensation

        The following table summarizes compensation paid to, awarded to or earned by our President and Chief Executive Officer and each of our four other most highly compensated executive officers during the fiscal year ended December 31, 2004 (collectively, the "named executive officers").

Summary Compensation Table

		Annual Compensation			Long-Term Compensation
					Awards		Payouts
	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options (#)	Payouts LTIP ($)	All Other Compensation(1) ($)
William J. Flynn President and CEO	2004
Wolfgang Hollermann CEO of Asia Pacific Region	2004
Alex Leivici CEO of Americas Region	2004
Karl Nutzinger CEO of Europe/Middle East/Africa Region	2004
Stephen P. Bishop Executive Vice President and CFO	2004

(1)

Excludes certain perquisites and other personal benefits received by the named executive officers that do not exceed the lesser of $50,000 or 10% of the named executive officer's salary and bonus disclosed in the table.

        Under the 2002 Plan, certain of our employees, including the named executive officers, have been granted EAUs in amounts determined by our board of directors or compensation committee. See "—Executive Compensation Plans—2002 Equity Appreciation Rights Plan" for additional information. Information regarding EAUs granted to the named executive officers during the year ended December 31, 2004 is set forth in the table below.

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Long-Term Incentive Plans—Awards in Last Fiscal Year

				Estimated Future Payouts Under Non-Stock Price Based Plans(1)
			Performance or Other Period Until Maturation or Payout (#)
	Number of Shares, Units or Other Rights (1) (#)
Name				Threshold ($ or #)		Target ($ or #)		Maximum ($ or #)
William J. Flynn	—		—	—		—		—
Wolfgang Hollermann	—		—	—		—		—
Alex Leivici	—		—	—		—		—
Karl Nutzinger	—		—	—		—		—
Stephen P. Bishop	100	(2)	—	(3	)	(3	)	(3	)

(1)

Does not reflect 350, 140, 100 and 130 EAUs held by Messrs. Flynn, Hollermann, Leivici and Nutzinger, respectively, as of December 31, 2004. Upon the occurrence of a terminal event as defined in the 2002 Plan, each EAU entitles the holder to receive a payment, in cash or other property, equal to 0.00005 times the excess of the "aggregate equity value" over approximately $             million (subject to adjustment for certain new equity investments in our company), plus an additional amount equal to 0.00005 times the excess of the aggregate equity value over approximately $             million (subject to adjustment for certain new equity investments in our company). The 2002 Plan defines the "aggregate equity value" as the amounts received by all holders of all classes of our equity securities, plus all amounts required to be paid by us under the 2002 Plan and any similar plans that we adopt, in connection with any terminal event. See "—Executive Compensation Plans—2002 Equity Appreciation Rights Plan" for additional information.

(2)

Represent 100 special EAUs that vest in four equal annual installments beginning on July 15, 2005 granted to Mr. Bishop in connection with his joining our company.

(3)

Upon the occurrence of a terminal event, for each special EAU held, Mr. Bishop is entitled to receive a payment, in cash or other property, equal to 0.00005 times the excess of the aggregate equity value over approximately $             million (subject to adjustment for certain new equity investments in our company), plus an additional amount equal to 0.00005 times the excess of the aggregate equity value over approximatly $             million (subject to adjustment for certain new equity investments in our company).

        Immediately before completion of this offering, we will terminate the 2002 Plan and all outstanding EAUs will be exchanged for a combination of restricted and unrestricted shares of our common stock and options to acquire shares of our common stock at an exercise price equal to the initial public offering price per share in this offering. Assuming the initial public offering price of our shares of common stock will be the midpoint of the price range set forth on the front cover of this prospectus, our named executive officers will receive the following in connection with the termination of their EAUs:

Name	Unrestricted Shares of Common Stock (#)	Restricted Shares of Common Stock(1) (#)	Shares of Common Stock Underlying Options(2) (#)
William J. Flynn(3)
Wolfgang Hollermann(4)
Alex Leivici(5)
Karl Nutzinger(6)
Stephen P. Bishop(7)

(1)

The restricted shares will vest in              equal annual installments beginning on the first anniversary of the grant date.

(2)

The options will vest in              equal annual installments beginning on the first anniversary of the grant date. The exercise price of the options will be equal to the initial public offering price per share in this offering.

(3)

Immediately before the completion of the offering, Mr. Flynn held 350 EAUs.

(4)

Immediately before the completion of the offering, Mr. Hollermann held 140 EAUs.

(5)

Immediately before the completion of the offering, Mr. Leivici held 100 EAUs.

(6)

Immediately before the completion of the offering, Mr. Nutzinger held 130 EAUs.

(7)

Immediately before the completion of the offering, Mr. Bishop held 100 special EAUs.

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Stock Options

        No stock options were granted to our named executive officers during the year ended December 31, 2004.

Executive Compensation Plans

        2002 Equity Appreciation Rights Plan.    The 2002 Plan was originally adopted by our board of directors on July 24, 2002. The 2002 Plan, as amended and restated, is intended to provide certain of our employees with incentives for attaining long-term growth and to align the interests of our employees with those of our stockholders. Under the terms of the 2002 Plan, the board of directors or the compensation committee selects employees to participate in the 2002 Plan. Participants are granted EAUs in amounts that our board of directors or compensation committee determines. Employees also may be granted special EAUs that have different payout values upon a terminal event than the payout values provided for in the 2002 Plan. Each EAU entitles the holder to receive a payment, in cash or other property, based upon the amounts received by all holders of all classes of our equity securities, plus all amounts required to be paid by us under the 2002 Plan and any similar plans that we adopt, in connection with one of the following events, which are referred to as "terminal events" in the 2002 Plan: (i) a sale or transfer of all beneficial interest in all or substantially all of our issued and outstanding common stock, other than certain transfers for the purpose of effecting a recapitalization, (ii) certain mergers or consolidations, (iii) any sale, lease, exchange or other transfer of all, or substantially all, of our assets other than to effect a reorganization or recapitalization, (iv) a liquidation or dissolution or (v) any other sale or similar transaction designated as a terminal event by our board of directors. EAUs vest in accordance with the vesting schedule established at the time of grant and automatically vest upon the occurrence of a terminal event. EAUs are also subject to forfeiture if we terminate the holder's employment for cause or breaches any non-competition obligation owed to us.

        The participants in the 2002 Plan have agreed that, immediately before completion of this offering, the 2002 Plan will be terminated and each participant's EAUs, including any special EAUs, will be exchanged for a combination of the following: (i) restricted shares of our common stock, (ii) unrestricted shares of our common stock, and (iii) options to acquire shares of our common stock at an exercise price equal to the initial offering price per share in this offering. Assuming the initial public offering price of our shares of common stock will be the midpoint of the price range set forth on the front cover of this prospectus, we expect to issue an aggregate             shares of restricted common stock,              shares of unrestricted common stock and options to acquire             shares of our common stock in connection with the termination of the 2002 Plan. The shares of restricted stock and stock options will vest over a              year period, subject to acceleration for certain events.

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        If the initial public offering price of our shares of common stock does not equal the midpoint of the price range set forth on the front cover of this prospectus, the number of restricted and unrestricted shares of our common stock issued to the holders of the EAUs will change, but the number of options to be issued will not. For example, if the initial public offering price of our shares of common stock equals the high end of the price range set forth on the front cover of this prospectus,              restricted shares of our common stock and               unrestricted shares of our common stock will be issued to the holders of the EAUs. If the initial public offering price of our shares of common stock equals the low end of the price range set forth on the front cover of this prospectus,              restricted shares of our common stock and              unrestricted shares of our common stock will be issued to the holders of the EAUs. These changes will not affect the aggregate number of our shares of common stock that will be outstanding immediately before the completion of this offering.

        2005 Equity Incentive Plan.    In               2005, our board of directors and stockholders approved the 2005 Plan. Stock options, stock appreciation rights, restricted stock, restricted stock units and performance stock may be granted under the 2005 Plan. Options granted under the 2005 Plan may be either "incentive stock options," as defined under Section 422 of the Internal Revenue Code of 1986, as amended, or nonqualified stock options.

        Purpose.    The 2005 Plan is intended to make available incentives that will assist us to attract, retain and motivate employees, consultants and directors whose contributions are essential to our success. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance stock.

        Shares Subject to the 2005 Plan Reserved.    We have reserved a total of             shares of our common stock, subject to adjustment, for issuance under the 2005 Plan. No participant in the 2005 Plan may be granted incentive stock options, nonqualified stock options and/or stock appreciation rights for more than            shares during any single fiscal year. Finally, the maximum number of shares covered by awards granted to any employee under the 2005 Plan in any single fiscal year under any award is            shares.

        Administration.    The compensation committee of our board of directors will administer the 2005 Plan, although the committee may delegate to one or more of our officers certain authority under the plan, subject to limitations specified by the plan and our board. Subject to the provisions of the plan, the administrator determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of such awards, and all of their terms and conditions. All awards must be evidenced by a written agreement between us and the participant. The administrator may amend, cancel or renew any award, waive any restrictions or conditions applicable to any award and accelerate, continue, extend or defer the vesting of any award. The administrator has the authority to construe and interpret the terms of the 2005 Plan and awards granted under it.

        Stock Options.    The administrator may grant nonqualified stock options or incentive stock options or any combination of these. The exercise price of each option may not be less than the fair market value of a share of our common stock on the date of grant. Any incentive stock option granted to a person who owns stock possessing more than 10% of the total combined voting power of all classes of our stock or of any parent or subsidiary corporation must have an exercise price equal to at least 110% of the fair market value of a share of our common stock on the date of grant and a term not exceeding five years. The term of all other options may not exceed ten years.

        Options vest and become exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as may be specified by the administrator. Unless a longer period is provided by the administrator, an option generally will remain exercisable for three months after the termination of the participant's service, except that, if service terminates as a result of

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the participant's death or disability, the option generally will remain exercisable for twelve months, but in any event not beyond the expiration of its term.

        Eligibility.    Awards may be granted under the 2005 Plan to our employees (including officers), directors or consultants. While we grant incentive stock options only to employees, we may grant nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance stock to any eligible participant.

        Automatic Grant of Non-Employee Director Stock Options.    Only members of the board of directors who are not employees at the time of grant may participate in the non-employee director stock option component of the 2005 Plan. Upon completion of this offering, each non-employee director will be granted an option to acquire               shares of our common stock. Thereafter, upon first being elected or appointed as a non-employee director, each non-employee director will be granted an option to acquire               shares of our common stock on the day of his or her initial election or appointment. In addition, on the day of each annual meeting of stockholders, each non-employee director in office immediately following the meeting will be granted an option for               shares of common stock, unless that director had received an initial option grant less than six months before the date of the annual meeting.

        The per-share exercise price under each option will be equal to the fair market value of a share of our common stock on the date of grant. Generally, the fair market value of our common stock will be the closing price per share on the date of grant on The Nasdaq National Market. Options that will be issued upon completion of this offering under the 2005 Plan will have an exercise price equal to the intial public offering price per share in this offering.

        Each initial option and annual option will vest and become exercisable in        equal annual installments starting on the first anniversary of the grant date. Unless earlier terminated under the terms of the 2005 Plan, each option will remain exercisable for up to ten years after grant. An option generally will remain exercisable for              months following the non-employee director's termination of service, provided that if service terminates as a result of the participant's death or disability, the option generally will remain exercisable for                months, but in any event not beyond the expiration of its term. All other terms and conditions of non-employee director options are substantially equivalent to those described above for options generally.

        Stock Appreciation Rights.    A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its vesting. We may pay the appreciation either in cash or in shares of our common stock. We may make this payment in a lump sum, or we may defer payment in accordance with the terms of the participant's award agreement. Stock appreciation rights vest at the times and on the terms established by the administrator. The maximum term of any stock appreciation right granted under the 2005 Plan is ten years.

        Restricted Stock Awards.    The administrator may grant awards of restricted stock under the 2005 Plan, subject to vesting conditions based on service or subject to the attainment of the performance goals described below in connection with performance stock. The shares acquired may not be transferred by the participant until vested. Unless otherwise determined by the administrator, a participant will forfeit any unvested shares upon voluntary or involuntary termination of service with us for any reason, including death or disability. Participants holding restricted stock will have the right to vote the shares and to receive any dividends paid, except that dividends or other distributions paid in shares will be subject to the same restrictions as the original award.

        Restricted Stock Units.    The administrator may grant awards of restricted stock units under the 2005 Plan, which represent a right to receive shares of our common stock at a future date determined in accordance with the participant's award agreement. The administrator may grant restricted stock unit

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awards subject to the attainment of performance goals similar to those described below in connection with performance stock, or may make the awards subject to vesting conditions based on service. Participants have no voting rights or rights to receive dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards. However, the administrator may grant restricted stock units that entitle their holders to receive dividend equivalents, which are rights to receive additional restricted stock units for a number of shares with a value equal to any cash dividends we pay. Payments may be made in lump sum or on a deferred basis. If payments are to be made on a deferred basis, the administrator may provide for the payment of dividend equivalents during the deferral period.

        Performance Stock.    The administrator may grant awards of performance stock under the 2005 Plan, which will result in payment to a participant only if specified performance goals are achieved during the specified performance period. Performance stock awards are denominated in shares of our common stock. In granting a performance stock award, the administrator establishes the applicable performance goals based on one or more measures of business performance. In creating these measures, the administrator will use one or more of the following business criteria: return on assets, return on net assets, asset turnover, return on equity, return on capital, market price appreciation of common stock, economic value added, total stockholder return, net income, EBITDA, pre-tax income, earnings per share, operating profit margin, net income margin, sales margin, cash flow, market share, inventory turnover, net revenue growth, capacity utilization, revenue per shipment, increase in customer base, environmental health and safety, diversity, quality and/or such other objective criteria. These business criteria may be expressed in absolute terms or relative to the performance of other companies or an index. To the extent earned, performance stock awards may be settled in cash, shares of our common stock or any combination of these. Payments may be made in lump sum or on a deferred basis. If payments are to be made on a deferred basis, the administrator may provide for the payment of dividend equivalents during the deferral period. Unless otherwise determined by the administrator, if a participant's service terminates due to death or disability before completion of the applicable performance period, the final award value is determined at the end of the period on the basis of the performance goals attained during the entire period, but payment is prorated for the portion of the period during which the participant remained in service. Except as otherwise provided by the 2005 Plan, if a participant's service terminates for any other reason, the participant's performance stock is forfeited.

        Change in Control.    The 2005 Plan provides that in the event of a change in control:

•

all outstanding options will become fully exercisable,



•

all outstanding stock appreciation rights will fully vest,



•

all restrictions on any outstanding awards of restricted stock or restricted stock units will lapse, and



•

all performance stock will become fully vested and will be paid out as if the date of the change in control were the last day of the applicable performance period and "target" performance levels had been attained.

        In addition, the 2005 Plan provides that the surviving entity following a change in control will assume each outstanding award or grant a replacement award in its place (if the participant will be employed by or providing services to the surviving entity following the change in control). However, in the event of a proposed change in control, the administrator may terminate all or a portion of any outstanding award, effective upon the closing of the change in control, if it determines that such termination is in our best interests. If outstanding options are to be terminated, the administrator will provide each participant holding an option not less than 14 days' advance notice of the termination,

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and any option that is to be so terminated may be exercised up to, and including the date immediately preceding, the date of termination.

        Amendment and Termination.    The 2005 Plan will continue in effect until terminated by our board of directors, except that no incentive stock options may be granted under the 2005 Plan after                        , 20              . Our board of directors may amend, suspend or terminate the 2005 Plan at any time, provided that without stockholder approval, the plan may not be amended to increase the number of shares authorized or the number of shares authorized for incentive stock options, change the class of persons eligible to receive incentive stock options, reprice any outstanding stock option or stock appreciation right, extend the duration of the plan with respect to incentive stock options or effect any other change that would require stockholder approval under any applicable law or listing rule. Amendment, suspension or termination of the 2005 Plan may not adversely affect any outstanding award without the consent of the participant, unless such amendment, suspension or termination is necessary to comply with applicable law.

Employment Agreements

        We entered into an employment agreement with our President and Chief Executive Officer, William J. Flynn, on August 1, 2002. The agreement expires on July 31, 2005 and does not provide for any automatic renewal or extension. Under this agreement, Mr. Flynn is entitled to receive an annual salary, as well as an annual bonus based on a percentage of his salary upon the achievement of certain performance-based goals. Also under the agreement, Mr. Flynn is entitled to reimbursement of business related expenses and to certain benefits and perquisites, including a $1,000,000 term life insurance policy and health insurance and other benefit plans we maintain from time to time. If we terminate Mr. Flynn's employment without cause or if he resigns for good reason, he is entitled to receive all accrued but unpaid amounts due under the agreement, monthly severance payments at a rate equal to his base salary for a period of 12 months and a pro rata portion of any bonus earned. If Mr. Flynn's employment is terminated due to his death or incapacity, he (or his estate or beneficiaries) is entitled to receive a pro rata portion of any bonus earned. Mr. Flynn's employment agreement restricts his ability to compete with our business, to engage in any businesses in which we are engaged and to recruit any of our employees, in each case, for 12 months after his termination for cause or resignation without good reason, or for any period in which we make severance payments to him if he is terminated for any other reason.

        We entered into an employment agreement with Karl Nutzinger, the Chief Executive Officer of our Europe/Middle East/Africa Region, on April 1, 2003. The agreement expires on April 1, 2008 and does not provide for any automatic renewal or extension. Under this agreement, Mr. Nutzinger is entitled to receive an annual salary, as well as an annual bonus based on a percentage of his base salary upon the achievement of certain performance-based goals. Also under the agreement, Mr. Nutzinger is entitled to reimbursement of business related expenses and to certain benefits and perquisites, including an automobile allowance and health insurance and life insurance benefits we maintain from time to time. Upon termination of Mr. Nutzinger's employment due to death or disability, he (or his estate or beneficiaries) is entitled to receive a pro rata portion of any bonus earned. If we terminate Mr. Nutzinger's employment before April 1, 2006 without cause, we must pay his full salary and make monthly payments to him equal to our cost of providing his benefits under any benefit plan until the earlier of April 1, 2006 or when he becomes employed in another position. If we terminate Mr. Nutzinger's employment after April 1, 2006 but before April 1, 2008 without cause, we must pay his full salary and make monthly payments to him equal to our cost of providing his benefits under any benefit plan until the earlier of April 1, 2008 or when he becomes employed in another position. The agreement restricts Mr. Nutzinger from competing with our business or soliciting our customers for the sale of freight forwarding services following the termination of his employment during any period in which we make severance payments to him, unless he is terminated for cause, in

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which case he may not compete with our business or solicit our customers for the longer of six months after his termination or the duration of any severance period. The agreement also restricts Mr. Nutzinger from soliciting our employees away from our company for 12 months following any termination of his employment.

        We entered into an employment agreement with Wolfgang Hollermann, Chief Executive Officer of our Asia Pacific Region, on June 25, 2002. The agreement expires on December 31, 2005, but will automatically renew for separate one year terms ending December 31, 2006 and December 31, 2007 unless earlier terminated at the election of either party. Under this agreement, Mr. Hollermann is entitled to receive an annual salary, as well as an annual bonus based on a percentage of his base salary upon achieving certain performance-based goals. Also under the agreement, Mr. Hollermann is entitled to reimbursement of business related expenses and to certain benefits and perquisites, including an automobile, a housing allowance and health insurance and life insurance benefits we maintain from time to time. If Mr. Hollermann's employment is terminated without cause or we substantially diminish his employment responsibilities or we commit a material breach of our covenants under the agreement, we are obligated to make severance payments to him in an aggregate amount equal to all salary payments that would have been payable to him pursuant to the agreement until the later of one year from the date of termination or the expiration of the then current term. The agreement restricts Mr. Hollermann from competing with our business, from soliciting our customers for the sale of freight forwarding services and from soliciting our employees away from the company following the termination of his employment during any period in which we make severance payments to him.

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PRINCIPAL AND SELLING STOCKHOLDERS

        The following table sets forth information known to us regarding the beneficial ownership of our common stock as of            , 2005, after giving effect to the Recapitalization Transactions and the issuance of the Additional Pre-Offering Shares as described under "Recent Developments," and the expected sale of common stock in this offering by (i) each stockholder known by us to own beneficially more than 5% of our common stock, (ii) each of the named executive officers, (iii) each of our directors, (iv) each other stockholder selling in this offering and (v) all of our directors and executive officers as a group. Information as to the percentage of shares beneficially owned is calculated based on              shares of common stock outstanding on            , 2005. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power. We have determined beneficial ownership in accordance with Rule 13d-3 of the Exchange Act and therefore have included in our calculations of beneficial ownership shares of common stock that may become beneficially owned within 60 days after                        , 2005, including shares that may be acquired through the exercise of any option, warrant or right. Except as otherwise indicated in the footnotes below, each beneficial owner, to our knowledge, has sole voting and investment power with respect to the shares of common stock reported below and the address of each beneficial owner is c/o GeoLogistics Corporation, 1251 East Dyer Road, Suite 200, Santa Ana, California 92705.

				Shares Beneficially Owned After this Offering (1)
			Number of Shares Being Sold in this Offering (2)
	Shares Beneficially Owned Before this Offering (1)			Without Over-Allotment Exercise		With Over-Allotment Exercise
Name of Beneficial Owner
	Number	Percent	Number	Number	Percent	Number	Percent
Questor Partners(3)
OCM Principal Opportunities Fund, L.P.(4)
TCW Special Credits Fund V—The Principal Fund(5)
Logistical Simon L.L.C.(6)
William J. Flynn(7)
Wolfgang Hollermann(8)
Karl Nutzinger(9)
Alex Leivici(10)
Stephen P. Bishop(11)
Robert D. Denious(3)
Malcolm T. Hopkins
John A. Janitz(3)
Michael D. Madden(3)
Kevin Prokop(3)
Dominick J. Schiano(3)
Directors and executive officers as a group (12 total persons)

*

Less than 1%.

(1)

Assumes the initial public offering price of our shares of common stock will be $              , the midpoint of the price range set forth on the front cover of this prospectus.

(2)

Reflects maximum number of shares that will be sold if the underwriters exercise their over-allotment option.

(3)

The security holders are Questor Partners Fund II, L.P. ("QP Fund II"), Questor Side-by-Side Partners II, L.P. ("Side-by-Side II") and Questor Side-by-Side Partners II 3(c)(1), L.P. ("Side-by-Side 3"). Questor Principals II, Inc. ("Principals") is the general partner of Questor General Partner II, L.P. ("GP"), which in turn, is the general partner of QP Fund II. Principals also is the general partner of Side-by-Side II and Side-by-Side 3. Pursuant to a management

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agreement, Questor Management Company, LLC ("Questor Management") controls the day-to-day management of Questor Partners. As a result, each of Principals, GP and Questor Management may be deemed to beneficially own the shares held by QP Fund II, and each of Principals and Questor Management may be deemed to beneficially own the shares held Side-by-Side II and Side-by-Side 3. Questor Partners, Questor Management and Principals are controlled by Jay Alix. John A. Janitz and Michael D. Madden are Managing Directors of Questor Management, Robert D. Denious and Dominick J. Schiano are Directors of Questor Management and Kevin Prokop is a Vice President of Questor Management. Messrs. Janitz, Madden, Denious, Schiano and Prokop disclaim beneficial ownership of the shares reported in this table as owned by Questor Partners. The address of each of the security holders is 103 Springer Building, 3411 Silverside Road, Wilmington, DE 19810.

(4)

Includes             shares of common stock issuable upon the cashless exercise of warrants immediately before completion of the offering. The address of OCM Principal Opportunities Fund, L.P. is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

(5)

Includes             shares of common stock issuable upon the cashless exercise of warrants immediately before completion of the offering. The address of TCW Special Credits Fund V—The Principal Fund ("TCW") is c/o Oaktree Capital Management, LLC, 333 S. Grand Ave., 28th Floor, Los Angeles, CA 90071. TCW Asset Management Company is the General Partner of TCW and may be deemed the beneficial owner of these shares. TCW Asset Management Company disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

(6)

Includes             shares of common stock issuable upon the cashless exercise of warrants immediately before completion of the offering. The principal office of Logistical Simon L.L.C. is located at 310 South Street, Morristown, NJ 07962.

(7)

Includes             shares of common stock and             shares of restricted common stock to be issued in exchange for EAUs held by Mr. Flynn immediately before completion of this offering. Excludes             shares of common stock subject to unvested options to be issued in exchange for EAUs held by Mr. Flynn immediately before completion of this offering.

(8)

Includes             shares of common stock and             shares of restricted common stock to be issued in exchange for EAUs held by Mr. Hollermann immediately before completion of this offering. Excludes             shares of common stock subject to unvested options to be issued in exchange for EAUs held by Mr. Hollermann immediately before completion of this offering.

(9)

Includes             shares of common stock and             shares of restricted common stock to be issued in exchange for EAUs held by Mr. Nutzinger immediately before completion of this offering. Excludes             shares of common stock subject to unvested options to be issued in exchange for EAUs held by Mr. Nutzinger immediately before completion of this offering.

(10)

Includes             shares of common stock and             shares of restricted common stock to be issued in exchange for EAUs held by Mr. Leivici immediately before completion of this offering. Excludes             shares of common stock subject to unvested options to be issued in exchange for EAUs held by Mr. Leivici immediately before completion of this offering.

(11)

Includes             shares of common stock and             shares of restricted common stock to be issued in exchange for special EAUs held by Mr. Bishop immediately before completion of this offering. Excludes             shares of common stock subject to unvested options to be issued in exchange for special EAUs held by Mr. Bishop immediately before completion of this offering.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Stockholders

        We have entered into agreements with Questor Management, William E. Simon & Sons, L.L.C. ("Simon & Sons"), Oaktree Capital Management, LLC ("Oaktree"), TCW Special Credits Fund V—The Principal Fund ("TCW") and Triton Partners ("Triton"), under which we pay fees and provide expense reimbursements for management, financial advisory and other services. Robert D. Denious, Director of Questor Management, John A. Janitz, Managing Director of Questor Management, Michael D. Madden, Managing Director of Questor Management, Kevin Prokop, Vice President of Questor Management and Dominick J. Schiano, Director of Questor Management, serve on our board of directors. Former members of our board of directors were affiliated with Simon & Sons; Oaktree, which serves as the manager of TCW pursuant to a subadvisory agreement with the general partner of TCW; and Triton.

        Questor Management received an annual management fee of $1,500,000 for 2004, which was paid in 2004 and the first quarter of 2005. In addition, we accrued $1,500,000 and $1,497,289 of annual management fees owed to Questor Management for 2003 and 2002, respectively, which collectively accrued interest of $331,121 as of December 31, 2004. We paid $2,071,959 of these accrued management fees and $228,896 of accrued interest as of December 31, 2004.

        In 2004, we paid annual management fees to Simon & Sons, Oaktree, TCW and Triton in the amounts of $367,956, $342,199, $25,757 and $147,182, respectively. We accrued $375,000, $348,750, $26,250 and $150,000 of annual management fees owed to Simon & Sons, Oaktree, TCW and Triton, respectively, for 2003. In addition, we paid Simon & Sons, Oaktree, TCW and Triton amounts of $93,750, $87,188, $6,563 and $37,500, respectively, in respect of a portion of their 2002 annual management fees and accrued $281,250, $261,563, $19,688 and $112,500, respectively, for the remainder of those management fees. The aggregate unpaid fees accrued interest of $66,533, $61,876, $4,657 and $26,613, respectively, as of December 31, 2004. We paid $453,651, $421,895, $31,756 and $181,460 of the accrued management fees and $45,993, $42,773, $3,220 and $18,397 of accrued interest to Simon & Sons, Oaktree, TCW and Triton, respectively, as of December 31, 2004.

        In conjunction with the offering, approximately $                will be used to pay accrued and other fees under the management agreements described above, which will be terminated upon completion of this offering. Of this amount, $            will be paid to Questor Management.

        During each of the years ended December 31, 2004, 2003 and 2002, we paid cash fees of approximately $2,059,098, $1,013,616 and $851,569, respectively, to AlixPartners, LLC, an affiliate of Questor Management and Questor Partners, for consulting services related to organizational restructuring, information systems and business process reengineering activities. At September 30, 2004, we owed Alix Partners approximately $500,000 in additional fees.

        We entered into an agreement dated December 24, 2003 with Questor Partners, pursuant to which Questor Partners agreed to lend us $25,000,000. Pursuant to this agreement, we issued promissory notes to Questor Partners for $4,000,000 in December 2003 and $21,000,000 in January 2004 at an interest rate of 16% per annum through January 14, 2005, 18% per annum from January 15, 2005 through January 14, 2006 and 20% per annum thereafter. As of December 31, 2003, accrued interest under the agreement was $12,444. In December 2004, the promissory notes were exchanged for shares of our new Series A Preferred Stock, as described below under "—Recapitalization Transactions."

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Recapitalization Transactions

        In December 2004, we entered into the Recapitalization Transactions to simplify our capital structure. In these transactions:

•

Our existing common stock was combined on a ten-for-one basis.



•

Recapitalization Warrants covering 6,534,956 shares of our common stock were issued to holders of our then existing Series A and Series B Preferred Stock.



•

All of our issued and outstanding shares of our then existing Series A, Series C and Series D Preferred Stock (and all accrued and unpaid dividends on these shares) were converted into an aggregate of 9,900,346 shares of our common stock.



•

Our Series B Preferred Stock was cancelled.



•

26,491.635 shares of new Series A Preferred Stock were issued to Questor Partners. The new Series A Preferred Stock, which has an initial aggregate liquidation preference of approximately $26.5 million, was issued in exchange for approximately $26.5 million of debt and accrued interest owed by us to Questor Partners.

        The Recapitalization Warrants may be exercised only on a cashless basis and only if they are in-the-money upon the closing of an initial public offering of our common stock or upon the sale of all or substantially all of the equity or assets of our company. The Recapitalization Warrants will be cancelled if they are out-of-the-money upon the closing of any such transaction. We expect the Recapitalization Warrants will be in-the-money and therefore will be exercised immediately before the completion of this offering. In addition, immediately before completion of this offering, we will terminate the 2002 Plan as discussed below and will issue to each of its participants holding EAUs, each of whom is a current or former employee of ours, a combination of restricted and unrestricted shares of our common stock and options to acquire our common stock at an exercise price equal to the initial public offering price per share in this offering. As a result of these transactions and a stock dividend we intend to declare on our shares of common stock,             shares of our common stock will be outstanding immediately before the completion of this offering. While the initial public offering price per share in this offering will affect how the outstanding shares of our common stock will be allocated among holders of the Recapitalization Warrants, holders of EAUs and our other stockholders, it will not affect the aggregate number of our shares that will be outstanding immediately before the completion of this offering.

        The new Series A Preferred Stock has a cumulative cash dividend at the rate of 16% per annum of the liquidation preference through January 14, 2005, 18% per annum of the liquidation preference from January 15, 2005 through January 14, 2006 and 20% per annum of the liquidation preference thereafter. In each case, a dividend at a rate of 12% per annum of the liquidation preference will be payable quarterly in cash. The remaining portion of the dividend is payable only upon the occurrence of certain specified liquidation events or a redemption of the new Series A Preferred Stock, and it will bear interest in arrears at the current dividend rate, compounding on each dividend payment date. We have the right to, and Questor Partners, as the holders of the new Series A Preferred Stock, have the right to cause us to, redeem the stock at the earlier to occur of January 15, 2007, the closing of an initial public offering of our common stock or the sale of all or substantially all of the equity or assets or our company. We intend to use a portion of the net proceeds from this offering to redeem the new Series A Preferred Stock and to pay the accrued and unpaid dividends thereon.

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Equity Appreciation Rights Plan

        The participants in the 2002 Plan have agreed that, immediately before completion of this offering, the 2002 Plan will be terminated and each participant's EAUs will be exchanged for a combination of the following: (i) restricted shares of our common stock, (ii) unrestricted shares of our common stock, and (iii) options to acquire shares of our common stock at an exercise price equal to the initial offering price per share in this offering. Assuming the initial public offering price of our shares of common stock will be the midpoint of the price range set forth on the front cover of this prospectus, we expect to issue an aggregate            shares of restricted common stock,             shares of unrestricted common stock and options to acquire            shares of our common stock in connection with the termination of the 2002 Plan. The shares of restricted stock and stock options will vest over a               year period, subject to acceleration for certain events.

        If the initial public offering price of our shares of common stock does not equal the midpoint of the price range set forth on the front cover of this prospectus, the number of restricted and unrestricted shares of our common stock issued to the holders of the EAUs will change, but the number of options to be issued will not. For example, if the intial public offering price of our shares of common stock equals the high end of the price range set forth on the front cover of this prospectus,              restricted shares of our common stock and               unrestricted shares of our common stock will be issued to the holders of the EAUs. If the initial public offering price of our shares of common stock equals the low end of the price range set forth on the front cover of this prospectus,              restricted shares of our common stock and              unrestricted shares of our common stock will be issued to the holders of the EAUs. These changes will not affect the aggregate number of our shares of common stock that will be outstanding immediately before the completion of this offering.

Securityholders Agreement

        In connection with the Recapitalization Transactions, we and certain of our stockholders and their affiliates, including Questor Partners, OCM Principal Opportunities Fund, L.P. ("OCM"), TCW and Simon & Sons, each of which is a selling stockholder in this offering, entered into a securityholders agreement defining the various rights of the stockholders that are parties to the agreement related to their ownership of common stock. The securityholders agreement replaced an existing stockholders agreement, and, among other things, provides for the consent of the holders of a majority of the warrants issued to the former holders of our Series A and Series B Preferred Stock before certain corporate actions can be taken by our company, tag along and drag along rights, rights of first refusal and other restrictions on the transfer of our securities held by the parties to the agreement. In addition, the securityholders agreement provides that, so long as Questor Partners own a majority of our common stock, all parties to the agreement will vote their shares to elect as directors the persons designated by Questor Partners. The stockholders that are parties to the securityholders agreement were also granted registration rights, which are described under "Shares Eligible For Future Sale—Registration Rights." With the exception of these registration rights and certain information rights, the provisions of the securityholders agreement will terminate and be of no further force or effect upon the completion of the offering.

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DESCRIPTION OF CAPITAL STOCK

        The following is a description of the material terms of our amended and restated certificate of incorporation and bylaws as each is anticipated to be in effect upon completion of this offering. We also refer you to our amended and restated certificate of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

General

        Our authorized capital stock consists of (i) 150,000,000 shares of common stock, par value $0.001 per share and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which 30,000 shares have been designated as Series A Preferred Stock. Upon completion of this offering and after the net proceeds have been used as described above under "Use of Proceeds," we expect there to be            shares of common stock outstanding and        shares of common stock outstanding if the underwriters exercise their over-allotment option in full. We intend to redeem all outstanding shares of Series A Preferred Stock upon the closing of this offering.

Common Stock

        Voting Rights.    Holders of our common stock have the right to one vote per share of common stock on all matters to be voted upon by the common stockholders. The holders of common stock do not have cumulative voting rights in the election of directors.

        Dividend Rights.    Subject to the prior rights of holders of preferred stock, if any, holders of our common stock are entitled to receive dividends when and as declared by our board of directors or any authorized committee of our board of directors, out of any assets legally available for that purpose.

        Liquidation Rights.    Upon a voluntary or involuntary dissolution of the company, after payment in full of all amounts, if any, required to be paid to holders of any class or series of preferred stock ranking senior to the common stock in dissolution, the holders of our common stock are entitled to share ratably in all remaining assets of the company with any other class or series of capital stock ranking on a parity with the common stock.

        Other Matters.    Our common stock has no preemptive or conversion rights and is not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock are fully paid and non-assessable.

Preferred Stock

        Our amended and restated certificate of incorporation authorizes our board of directors to establish and issue one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

•

the number of shares of the series provided that the number of shares issued for all series of preferred stock and not cancelled does not exceed the total number of authorized shares of preferred stock,



•

whether the shares of the series are entitled to voting powers and if so, whether the voting powers are full or limited,



•

whether the shares of the series are subject to redemption and if so, the terms of the redemption,



•

whether dividends will be paid on shares of the series and if so, at what rate and whether they will be payable in preference to dividends payable on other classes or series of stock, and all other terms and conditions of such dividends,

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•

rights upon a dissolution of, or distribution of assets of, the company,



•

whether shares of the series are convertible into or exchangeable for shares of another class or series of shares of the company and the terms and conditions of any such conversion or exchange,



•

whether shares of the series will be entitled to any sinking fund or similar requirements,



•

any rights that the holders of shares of the series may have to restrict our creation of indebtedness or our issuance of any additional shares or upon the payment of dividends or the making of other distributions on, or the purchase, redemption or other acquisition by the company or any of its subsidiaries of, any outstanding shares of the company, and



•

other relative, participating, optional or other special rights or qualification of, and limitations or restriction on, shares of the series.

        In the Recapitalization Transactions, we issued 26,491.635 shares of Series A Preferred Stock to Questor Partners, with a liquidation preference of $1,000 per share (as adjusted for any stock dividends, combinations or splits). The Series A Preferred Stock has a cumulative cash dividend at the rate of 16% per annum of the liquidation preference through January 14, 2005, 18% per annum of the liquidation preference from January 15, 2005 through January 14, 2006 and 20% per annum of the liquidation preference thereafter. In each case, a dividend at a rate of 12% per annum of the liquidation preference will be payable quarterly in cash. The remaining portion of the dividend is payable only upon the occurrence of certain specified liquidation events or a redemption of the Series A Preferred Stock, and it will bear interest in arrears at the current dividend rate, compounding on each dividend payment date. We have the right to, and Questor Partners, as the holders of the Series A Preferred Stock, have the right to cause us to, redeem stock at the earlier to occur of January 15, 2007, the closing of an initial public offering of our common stock or the sale of all or substantially all of the equity or assets of our company. We intend to use a portion of the net proceeds from this offering to redeem the Series A Preferred Stock upon the closing of this offering at a redemption price per share equal to the liquidation preference plus all accrued and unpaid dividends thereon and a premium of $250,000.

        Our amended and restated certificate of incorporation provides holders of the Series A Preferred Stock with limited voting rights. Without the prior written consent of the holders of at least two-thirds of the outstanding shares of the Series A Preferred Stock we cannot amend, modify or alter our certificate of incorporation if the effect would be:

•

to change the rights, preferences or privileges of the Series A Preferred Stock, or



•

detrimental or adverse with respect to the rights of the holders of the shares of Series A Preferred Stock.

        Without the prior written consent of the holders of at least two-thirds of the shares of the Series A Preferred Stock, we also cannot:

•

create or authorize the creation of any additional class or series of capital stock,



•

increase the authorized amount of any additional class or series of capital stock, or



•

create or authorize any obligation or security convertible into any class or series of stock,

unless in all cases the stock so authorized ranks junior to the Series A Preferred Stock in all respects. Holders of the Series A Preferred Stock have no voting rights other than those set forth above, except as required by the Delaware General Corporation Law.

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        In addition to the Recapitalization Warrants, we have issued warrants to certain of our employees and stockholders granting them the right to purchase, in the aggregate, less than 50 shares of our common stock.

        Immediately before the Recapitalization Transactions, we issued the Recapitalization Warrants. The Recapitalization Warrants cover 6,534,956 shares of our common stock. The exercise price will increase at a specified rate beginning February 1, 2005. The exercise price of the Recapitalization Warrants and the number of shares of common stock issuable upon exercise of the Recapitalization Warrants are subject to certain antidilution protection provisions. The Recapitalization Warrants may be exercised only on a cashless basis and only if they are in-the-money upon the closing of an initial public offering of our common stock or the sale of all or substantially all of the equity or assets of our company. The Recapitalization Warrants will be cancelled if they are out-of-the money upon the closing of any such transaction. We expect the Recapitalization Warrants will be in-the-money and therefore will be exercised immediately before completion of this offering.

Delaware Anti-Takeover Law and Certain Restrictive Provisions of our Amended and Restated Certificate of Incorporation

        Upon completion of this offering, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law. This provision may have the effect of delaying, deterring or preventing a change in control of us without further actions by our stockholders. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years following the time that the stockholder became an interested stockholder unless: (i) before such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (ii) upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding, those shares owned by persons who are directors and also officers, and employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or (iii) at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

        A "business combination" includes a merger, asset or stock sale and certain other transactions with the interested stockholder. An "interested stockholder" generally is a person who owns 15% or more of the outstanding voting stock or who is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock at any time within the three-year period immediately before the date on which it is sought to be determined whether such person is an interested stockholder. Because Questor Partners owned more than 15% of our common stock before we became a public company in this offering, Section 203 by its terms is not applicable to business combinations with Questor Partners even though Questor Partners owns 15% or more of our outstanding common stock.

        Some provisions of our amended and restated certificate of incorporation and bylaws may have the effect of delaying, deterring or preventing a change in control of us in the event of an extraordinary corporate transaction, such as a merger, reorganization, tender offer or sale of or transfer of all or

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substantially all of our assets. For example, our amended and restated certificate of incorporation and our bylaws contain certain provisions that:

•

classify our board of directors into three classes, each of which serves for a term of three years, with one class being elected each year,



•

permit the board of directors to issue "blank check" preferred stock without stockholder approval, as described above,



•

require at least 90 days (but not more than 120 days) advance notice by stockholders to the company regarding any director nomination or stockholder proposal to be voted upon by stockholders at any stockholder meeting (measured, with certain exceptions, from the first anniversary of the date of our last annual meeting or, in the case of our first annual meeting after the consummation of this offering),



•

prohibit stockholders from acting by written consent or calling a special meeting of stockholders, and



•

provide the board of directors with the sole power to fill vacancies on the board of directors.

        Because our board of directors is classified and our amended and restated certificate of incorporation and amended and restated bylaws do not otherwise provide, Section 141 of the Delaware General Corporation Law permits the removal of any member of the board of directors only for cause.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is            .

Listing

        We intend to apply for listing of our common stock on The Nasdaq National Market under the symbol "GEOL."

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SHARES ELIGIBLE FOR FUTURE SALE

        Before this offering, there has been no public market for our common stock. Upon completion of this offering, we will have            shares of common stock outstanding and an additional            shares of common stock will be issuable upon the exercise of outstanding options and warrants. These amounts reflect: (i) the issuance of the Additional Pre-Offering Shares and (ii) the issuance of            options to purchase additional shares of our common stock. All of the shares to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless such shares are purchased by "affiliates" as that term is defined in Rule 144 under the Securities Act. All of the remaining            shares of common stock held by our existing stockholders were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if the transaction qualifies for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, as described below. These shares of common stock are "restricted securities" as that term is defined in Rule 144. Subject to such restrictions and applicable law, as well as to the terms of the lock-up agreements discussed below, the holders of            shares of our common stock will be free to sell any shares of common stock they beneficially own commencing    days after the date of this prospectus and             at various times commencing 90 days after the date of this prospectus. Additional shares may be sold upon the exercise of outstanding stock options or warrants. See "Stock Options" below.

        We cannot make any predictions as to the number of shares that may be sold in the future or the effect, if any, that sales of these shares, or the availability of these shares for future sale, will have on the prevailing market prices of our common stock. Sales of a significant number of shares of our common stock in the public market, or the perception that these sales could occur, could adversely affect prevailing market prices of our common stock and could impair our ability to raise equity capital in the future.

Lock-Up Agreements

        Our executive officers, directors and all of the selling stockholders, who collectively will own substantially all of our outstanding common stock immediately before this offering, and we have agreed that, subject to limited exceptions, each will not, for a period of    days after the date of this prospectus, directly or indirectly:

•

offer, sell, agree to offer or sell any common stock except as part of this offering,



•

sell any option to purchase any common stock,



•

purchase any option to sell any common stock,



•

grant any option, right or warrant for the sale of any common stock,



•

lend or otherwise dispose of or transfer any common stock, or



•

request or demand that we file a registration statement related to the common stock

without the prior written consent of Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. may release all or a portion of the shares subject to the lock-up agreements at any time without prior notice. Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. do not have any current intention to release any portion of the securities subject to lock-up agreements.

        Notwithstanding anything contained in the lock-up agreements, we may grant options to acquire shares of our common stock and may issue and sell, and register under the Securities Act, common stock pursuant to any stock option plan in effect at the time of the pricing of this offering or upon conversion of securities outstanding at the time of pricing of this offering. Individuals may transfer

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securities subject to the lock-up agreements as bona fide gifts or to a trust for the direct or indirect benefit of such individual or his or her "immediate family," provided that the recipient agrees to the restrictions in the lock-up agreements.

Rule 144

        In general, under Rule 144, as currently in effect, beginning 90 days after the date of this prospectus, a person or persons whose shares are aggregated, including an affiliate, who has beneficially owned shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•

1% of the number of shares of common stock then outstanding, which will equal approximately            shares immediately after this offering, or



•

the average weekly trading volume of the common stock on The Nasdaq National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

        Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

        Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Rule 701

        Rule 701, as currently in effect, permits resales of shares in reliance upon Rule 144 without compliance with certain restrictions, including the holding period requirement, of Rule 144. Any of our employees, officers, directors or consultants who acquired shares from us in connection with a written compensatory plan or written employment agreement may be entitled to rely on the resale provisions of Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell their shares in reliance on Rule 144 without having to comply with the holding period, public information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares.

Stock Options

        We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock subject to outstanding options or reserved for future issuance under the 2005 Plan. Upon completion of this offering, we expect options to purchase a total of            shares of our common stock to be outstanding and            shares to be reserved for future equity awards under the plan. Once a registration statement on Form S-8 is filed, our common stock issued upon exercise of outstanding options may be immediately resold in the open market, subject to the vesting restrictions of those options and the lock-up restrictions described above. None of the options granted under the 2005 Plan vest before                        .

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Registration Rights

        Pursuant to a securityholders agreement, the other terms of which are described under "Certain Relationships and Related Transactions—Securityholders Agreement," we have granted registration rights to our stockholders that are parties to that agreement.

        Demand Registrations.    As a result of these registration rights, after we have completed this offering and upon the expiration or earlier waiver of the lock-up period imposed by the underwriters, some of our stockholders may require us to effect additional registration statements, or "demand registrations," registering the registrable securities held by the stockholder for sale under the Securities Act. Under the agreement, our stockholders and certain of their affiliates, including Questor Partners, OCM and Simon & Sons, may each request three demand registrations, so long as they then own at least 50% of the shares of common stock they owned as of December 20, 2004. After completion of this offering and the issuance of the Additional Pre-Offering Shares, these stockholders will beneficially own an aggregate            shares of our common stock, assuming the initial public offering price equals the midpoint of the price range set forth on the front cover of this prospectus. If a demand registration is underwritten and the managing underwriter advises us that marketing factors require a limitation on the number of shares to be underwritten, priority of inclusion in the demand registration generally is such that the stockholder initiating the demand registration receives first priority.

        Incidental Registrations.    In addition to our obligations with respect to demand registrations, if we propose to register any of our securities, other than a registration relating to our employee benefit plans or a corporate reorganization or other transaction under Rule 145 of the Securities Act, whether or not the registration is for our own account, we are required to give each of our stockholders that is party to the securityholders' agreement the opportunity to participate, or "piggyback," in the registration. If an incidental registration is underwritten and the managing underwriter advises us that marketing factors require a limitation on the number of shares to be underwritten, priority of inclusion in the demand registration generally is such that securityholders with piggyback rights will not have first priority with respect to the shares to be included in the registration.

        Other Registration Provisions.    The registration rights are subject to conditions and limitations, among them the right of the underwriters of an offering subject to the registration to limit the number of shares included in the offering. We generally are required to pay the registration expenses in connection with both demand and incidental registrations. Securities held by our stockholders will cease to be registrable securities under the agreement when, among other things, the stockholder may sell such shares without restriction under Rule 144(k) of the Securities Act. For additional information regarding sales under Rule 144(k), see the description above under the heading "Rule 144(k)."

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U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS

        The following is a general discussion of the material U.S. federal income and estate tax consequences of the purchase, ownership and disposition of our common stock by a non-U.S. holder. In general, a non-U.S. holder is a person or entity that, for U.S. federal income tax purposes, is a non-resident alien individual, a foreign corporation or a foreign estate or trust. The test for whether an individual is a resident of the United States for federal estate tax purposes differs from the test used for federal income tax purposes. Some individuals, therefore, may be non-U.S. holders for purposes of the federal income tax discussion below, but not for purposes of the federal estate tax discussion, and vice versa.

        This discussion is based on the United States Internal Revenue Code of 1986, as amended (the "Code"), judicial decisions, administrative regulations and interpretations in effect as of the date of this prospectus, all of which are subject to change, including changes with retroactive effect. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to non-U.S. holders in light of their particular circumstances (including, without limitation, non-U.S. holders who are pass-through entities or who hold their common stock through pass-through entities) and does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction. Prospective holders should consult their own tax advisors with respect to the federal income and estate tax consequences of holding and disposing of our common stock in light of their particular situations and any consequences to them arising under the laws of any state, local or non-U.S. jurisdiction.

Dividends

        Subject to the discussion below, distributions, if any, made to a non-U.S. Holder of our common stock out of our current or accumulated earnings and profits generally will constitute dividends for U.S. tax purposes and will be subject to withholding tax at a 30% rate or such lower rate as may be provided by an applicable income tax treaty. To obtain a reduced rate of withholding under a treaty, a non-U.S. holder generally must provide us with a properly-executed IRS Form W-8BEN certifying the non-U.S. holder's entitlement to benefits under that treaty. If such distributions exceed our current and accumulated earnings and profits for U.S. tax purposes, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock.

        There will be no withholding tax on dividends paid to a non-U.S. holder that are effectively connected with the non-U.S. holder's conduct of a trade or business within the United States if a properly-executed IRS Form W-8ECI, stating that the dividends are so connected, is provided to us. Instead, the effectively connected dividends will be subject to regular U.S. income tax, generally in the same manner as if the non-U.S. holder were a U.S. citizen or resident alien or a domestic corporation, as the case may be, unless a specific treaty exemption applies. A corporate non-U.S. holder receiving effectively connected dividends may also be subject to an additional "branch profits tax," which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) of the corporate non-U.S. holder's effectively connected earnings and profits, subject to certain adjustments. If you are eligible for a reduced rate of withholding tax pursuant to a tax treaty, you may obtain a refund of any excess amounts currently withheld if you file an appropriate claim for refund with the United States Internal Revenue Service.

Gain on Disposition of Common Stock

        A non-U.S. holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of our common stock unless: (i) the gain is effectively connected

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with a trade or business of such holder in the United States and a specific treaty exemption does not apply to eliminate the tax, (ii) if a tax treaty would otherwise apply to eliminate the tax, the gain is attributable to a permanent establishment of the non-U.S. holder in the United States, (iii) in the case of non-U.S. holders who are nonresident alien individuals and hold our common stock as a capital asset, such individuals are present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met, (iv) the non-U.S. holder is subject to tax pursuant to the provisions of the Code regarding the taxation of U.S. expatriates or (v) we are or have been a "United States real property holding corporation" within the meaning of Code Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or such holder's holding period. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation. If we are treated as a U.S. real property holding corporation, gain realized by a non-U.S. holder on a disposition of our common stock will not be subject to U.S. federal income tax so long as: (a) the non-U.S. holder owned, directly or indirectly, no more than five percent of our common stock at all times within the shorter of (x) the five year period preceding the disposition or (y) the holder's holding period and (b) our common stock is regularly traded on an established securities market. There can be no assurance that our common stock will, or will continue to, qualify as being regularly traded on an established securities market.

Information Reporting Requirements and Backup Withholding

        Generally, we must report to the United States Internal Revenue Service the amount of dividends paid, the name and address of the recipient, and the amount, if any, of tax withheld. We send a similar report to the holder. Pursuant to tax treaties or certain other agreements, the United States Internal Revenue Service may make its reports available to tax authorities in the recipient's country of residence.

        Backup withholding will generally not apply to payments of dividends made by us or our paying agents to a non-U.S. holder if the holder has provided its federal taxpayer identification number, if any, or the required certification that it is not a U.S. person (which is generally provided by furnishing a properly-executed IRS Form W-8BEN), unless the payor otherwise has knowledge or reason to know that the payee is a United States person.

        Under current U.S. federal income tax law, information reporting and backup withholding will apply to the proceeds of a disposition of our common stock effected by or through a United States office of a broker unless the disposing holder certifies as to its non-U.S. status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding will not apply to a payment of disposition proceeds where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. However, U.S. information reporting requirements (but not backup withholding) will apply to a payment of disposition proceeds where the transaction is effected outside the United States under certain circumstances. Backup withholding will apply to a payment of disposition proceeds if the broker has actual knowledge that the holder is a United States person.

        Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is furnished timely to the United States Internal Revenue Service.

Federal Estate Tax

        The estates of nonresident alien individuals are subject to U.S. federal estate tax on property with a United States situs. Because we are a U.S. corporation, our common stock will be United States situs property and therefore will be included in the taxable estate of a nonresident alien decedent. This U.S.

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federal estate tax liability of the estate of a nonresident alien may be affected by a tax treaty between the United States and the decedent's country of residence.

        THE PRECEDING DISCUSSION OF UNITED STATES FEDERAL TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE PARTICULAR UNITED STATES FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK.

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UNDERWRITING

        Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. are acting as joint book-running managers of this offering, and, together with                         , are acting as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has agreed to purchase, and we and the selling stockholders have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter's name.

Underwriter	Number of Shares
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
Total

        The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares.

        The underwriters propose to offer some of the shares directly to the public at the public offering price set forth on the front cover of this prospectus and some of the shares to dealers at the public offering price less a concession not to exceed $            per share. The underwriters may allow, and dealers may reallow, a concession not to exceed $            per share on sales to other dealers. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms. The representatives have advised us and the selling stockholders that the underwriters do not intend sales to discretionary accounts to exceed five percent of the total number of shares of our common stock offered by them.

        The selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to            additional shares of common stock at the initial public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter's initial purchase commitment.

        Our executive officers, directors and all of the selling stockholders, who collectively will own substantially all of our outstanding common stock immediately before this offering, and we have agreed that, subject to certain exceptions, for a period of            days from the date of this prospectus, each will not, directly or indirectly, without the prior written consent of Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. on behalf of the underwriters dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. in their sole discretion may release any shares subject to these lock-up agreements at any time without notice.

        At our request, the underwriters have reserved up to            % of the shares of common stock for sale at the initial public offering price to persons who are directors, officers or employees, or who are otherwise associated with us through a directed share program. The number of shares of common stock available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Any directed shares not purchased will be offered by the underwriters to

92

the general public on the same basis as all other shares of common stock offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares.

        Each underwriter has represented, warranted and agreed that:

•

it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any shares included in this offering to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulation 1995,



•

it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any shares included in this offering in circumstances in which section 21(1) of the FSMA does not apply to us,



•

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares included in this offering in, from or otherwise involving the United Kingdom, and



•

the offer in the Netherlands of the shares included in this offering is exclusively limited to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises).

        Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price for the shares was determined by negotiations among us, the selling stockholders and the representatives. Among the factors considered in determining the initial public offering price were our record of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the prices at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our common stock will develop and continue after this offering.

        We intend to apply to have our common stock included for quotation on The Nasdaq National Market under the symbol "GEOL."

        The following table shows the estimated underwriting discounts and commissions that we and the selling stockholders are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of common stock.

	Paid by GeoLogistics		Paid by Selling Stockholders
	No Exercise	Full Exercise	No Exercise	Full Exercise
Per share	$	$	$	$
Total	$	$	$	$

        In connection with this offering, Citigroup Global Markets Inc., on behalf of the underwriters, may purchase and sell shares of common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of

93

common stock in excess of the number of shares to be purchased by the underwriters in this offering, which creates a syndicate short position. "Covered" short sales are sales of shares made in an amount up to the number of shares represented by the underwriters' over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make "naked" short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while this offering is in progress.

        The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when Citigroup Global Markets Inc. repurchases shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

        Any of these activities may have the effect of preventing or retarding a decline in the market price of our common stock. They may also cause the price of our common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on The Nasdaq National Market or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

        We and the selling stockholders estimate that our respective portions of the total offering expenses excluding estimated underwriting discounts and commissions of this offering will be $                              and $                  .

        Citigroup Global Markets Inc. and Bear, Stearns & Co. Inc. are joint lead arrangers and joint book-running managers under our new $10.0 million secured term loans, which had a weighted average interest rate of 9.05% as of December 31, 2004. Citicorp North America, Inc., an affiliate of Citigroup Global Markets Inc., is the administrative agent under our $10.0 million secured term loans. Bear Stearns Corporate Lending Inc., an affiliate of Bear, Stearns & Co. Inc., is the syndication agent under our $10.0 million secured term loans. We intend to use a portion of the net proceeds from this offering to repay the outstanding principal and accrued interest under these loans.

        The underwriters have performed investment banking and advisory services for us from time to time for which they have received customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business.

        A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

        We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

94

LEGAL MATTERS

        The validity of our common stock offered hereby will be passed upon for us by Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the underwriters by Cravath Swaine & Moore LLP, New York, New York. Drinker Biddle & Reath LLP acts as counsel to Questor Partners Fund II, L.P. and certain of its affiliates from time to time in certain matters.

EXPERTS

        Ernst & Young LLP, independent registered public accounting firm, have audited our consolidated financial statements and schedule at December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, as set forth in their report. We have included our financial statements and schedule in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form S-1 under the Securities Act, including the exhibits with the registration statement, with respect to the offer and sale of the shares pursuant to this prospectus. This prospectus does not contain all the information contained in the registration statement. For further information with respect to us and shares to be sold in this offering, we refer you to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document to which we make reference are not necessarily complete.

        You may read a copy or any portion of the registration statement or any reports, statements or other information we file at the SEC's Public Reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. You can receive copies of these documents upon payment of a duplicating fee by writing to the SEC. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our SEC filings, including the registration statement, will also be available to you on the SEC's internet site.

        We currently are not required to file reports with the SEC. Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, and, in accordance with the requirements of the Securities Exchange Act, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the regional offices, public reference facilities and internet site of the SEC referred to above.

95

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at December 31, 2002 and 2003 and September 30, 2004 (unaudited)	F-3
Consolidated Statements of Operations for the years ended December 31, 2001, 2002 and 2003 and the nine months ended September 30, 2003 (unaudited) and September 30, 2004 (unaudited)	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2002 and 2003 and the nine months ended September 30, 2003 (unaudited) and September 30, 2004 (unaudited)	F-5
Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) for the years ended December 31, 2001, 2002 and 2003 and the nine months ended September 30, 2004 (unaudited)	F-6
Notes to Consolidated Financial Statements	F-7
Financial Statement Schedule—Valuation and Qualifying Accounts	S-1

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
GeoLogistics Corporation

        We have audited the accompanying consolidated balance sheets of GeoLogistics Corporation (the "Company") as of December 31, 2002 and 2003, and the related consolidated statements of operations, consolidated statements of cash flows and consolidated statements of redeemable preferred stock and stockholders' equity (deficit) for each of the three years in the period ended December 31, 2003. Our audits also include the financial statement schedule listed in the index to consolidated financial statements. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of GeoLogistics Corporation at December 31, 2002 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As discussed in Note 2 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for goodwill and other intangible assets.

/s/ Ernst & Young LLP                        

Orange County, California
March 5, 2004,
except for the last paragraph of Note 11, as to which the date is
December 20, 2004

F-2

GEOLOGISTICS CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

				December 31,						September 30,
				2002			2003			2004
										(unaudited)
ASSETS
Current Assets:
	Cash and cash equivalents			$	17,229		$	18,821		$	24,732
	Accounts receivable:
		Trade, net of allowance for doubtful account of $17,048, $17,378 and $9,336 as of December 31, 2002 and 2003 and September 30, 2004, respectively			221,215			269,028			280,314
		Other			40			4,371			4,166
	Deferred income taxes				72			511			507
	Prepaid expenses				13,093			11,384			12,248
	Other current assets				8,847			8,626			8,060
		Total current assets			260,496			312,741			330,027
Net property and equipment, at cost					45,751			49,600			44,817
Deferred income taxes					1,137			470			470
Goodwill and indefinite lived intangible assets					28,039			28,092			28,209
Restricted cash					7,023			10,702			8,806
Other assets					24,210			27,865			28,567
				$	366,656		$	429,470		$	440,896
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
	Accounts payable			$	192,593		$	226,509		$	221,642
	Accrued employee related expenses				22,183			25,976			27,407
	Income taxes payable				10,033			6,740			6,523
	Other current liabilities				36,951			40,090			39,791
	Current portion of long-term debt				8,155			18,248			24,900
		Total current liabilities			269,915			317,563			320,263
Stockholder notes					—			4,000			25,781
Other long-term debt, less current portion					42,144			54,219			50,813
Employee benefit liabilities					23,880			32,098			32,054
Other noncurrent liabilities					11,528			10,237			8,437
Minority interests					2,980			6,578			5,710
		Total liabilities			350,447			424,695			443,058
Commitments and contingencies
Redeemable Preferred Stock:
	Series A Preferred Stock, liquidation preference of $1,000 per share, 36,107 shares authorized and 36,100 shares issued and outstanding at December 31, 2002 and 2003 and September 30, 2004 (unaudited)				42,417			46,027			48,734
	Series B Preferred Stock, liquidation preference of $1,000 per share, 24,000 shares authorized, issued and outstanding at December 31, 2002 and 2003 and September 30, 2004 (unaudited)				29,040			31,920			34,080
	Series C Preferred Stock, initial liquidation preference of $1,000 per share, 35,000 shares authorized, issued and outstanding at December 31, 2002 and 2003 and September 30, 2004 (unaudited)				64,893			75,338			83,951
	Series D Preferred Stock, initial liquidation preference of $1,000 per share, 88,000 shares authorized and 52,500, 73,000 and 73,000 shares issued and outstanding at December 31, 2002 and 2003 and September 30, 2004 (unaudited), respectively				84,630			135,605			152,958
			Total redeemable preferred stock		220,980			288,890			319,723
Stockholders' Equity (Deficit):
	Common stock, $0.001 par value, 5,000,000 shares authorized and 99,964 shares issued and outstanding at December 31, 2002 and 2003 and September 30, 2004 (unaudited)				—			—			—
	Additional paid-in capital				—			—			—
	Accumulated deficit				(201,262	)		(278,202	)		(315,461	)
	Accumulated other comprehensive loss				(3,509	)		(5,913	)		(6,424	)
		Total stockholders' equity (deficit)			(204,771	)		(284,115	)		(321,885	)
				$	366,656		$	429,470		$	440,896

See notes to consolidated financial statements.

F-3

GEOLOGISTICS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

		Year Ended December 31,									Nine Months Ended September 30,
		2001			2002			2003			2003			2004
											(unaudited)
Revenues		$	1,191,822		$	1,226,831		$	1,375,361		$	991,091		$	1,135,510
Transportation and other direct costs			918,400			925,822			1,054,784			758,408			879,800
Net revenues			273,422			301,009			320,577			232,683			255,710
Selling, general and administrative expenses			295,567			305,616			314,526			232,392			241,028
Restructuring charges			1,519			8,626			10,702			6,901			2,348
Depreciation and amortization			13,044			11,542			9,962			7,660			7,054
Operating (loss) income			(36,708	)		(24,775	)		(14,613	)		(14,270	)		5,280
Interest expense, net			9,557			4,124			5,921			3,721			7,528
Other expense (income), net			859			(1,036	)		74			41			(1,863	)
Loss from continuing operations before income taxes and minority interests			(47,124	)		(27,863	)		(20,608	)		(18,032	)		(385	)
Provision for income taxes			4,764			5,431			5,214			3,918			3,869
Loss from continuing operations before minority interests			(51,888	)		(33,294	)		(25,822	)		(21,950	)		(4,254	)
Minority interests			2,375			3,331			3,708			2,975			2,172
Loss from continuing operations			(54,263	)		(36,625	)		(29,530	)		(24,925	)		(6,426	)
Discontinued operations:
	Loss from operations of discontinued business segment, net of taxes		4,531			—			—			—			—
	Loss on sale of discontinued business segment, net of taxes		9,714			—			—			—			—
Net loss before extraordinary item			(68,508	)		(36,625	)		(29,530	)		(24,925	)		(6,426	)
Extraordinary item—gain on debt restructuring			(77,505	)		—			—			—			—
Net income (loss)			8,997			(36,625	)		(29,530	)		(24,925	)		(6,426	)
Preferred stock dividends/accretion			49,113			30,837			47,410			39,674			30,833
Net loss applicable to common shares		$	(40,116	)	$	(67,462	)	$	(76,940	)	$	(64,599	)	$	(37,259	)

Pro forma net loss per common share: (unaudited)
	Basic	$	(7.69	)	$	(3.73	)
	Diluted	$	(7.69	)	$	(3.73	)
Pro forma number of weighted-average shares used for per share calculations (unaudited):
	Basic shares		10,000,310			10,000,310
	Diluted shares		10,000,310			10,000,310

See notes to consolidated financial statements.

F-4

GEOLOGISTICS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

			Year Ended December 31,									Nine Months Ended September 30,
			2001			2002			2003			2003			2004
												(unaudited)
Cash Flows From Operating Activities:
Net income (loss)			$	8,997		$	(36,625	)	$	(29,530	)	$	(24,925	)	$	(6,426	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
	Gain on debt restructuring			(77,505	)		—			—			—			—
	Loss from discontinued business			14,245			—			—			—			—
	Loss (gain) on sale of property and equipment			2,635			(1,035	)		522			9			(1,597	)
	Depreciation and amortization			13,044			11,542			9,962			7,660			7,054
	Amortization of deferred items			817			157			345			196			240
	Deferred income taxes			525			(117	)		(76	)		1,062			65
Change in operating assets and liabilities:
	Accounts receivable-trade, net			28,292			(21,425	)		(24,262	)		(8,865	)		(12,606	)
	Prepaid expenses and other current assets			1,989			3,761			(701	)		343			(321	)
	Accounts payable and accrued expenses			(24,022	)		20,728			11,364			951			(2,765	)
	Other			(3,024	)		(3,640	)		3,942			3,657			893
		Net cash used in operating activities		(34,007	)		(26,654	)		(28,434	)		(19,912	)		(15,463	)
Cash Flows From Investing Activities:
	Purchases of property and equipment, net			(7,182	)		(8,471	)		(11,772	)		(7,502	)		(4,450	)
	Proceeds from the sale of net assets			624			4,111			2,552			1,305			3,118
		Net cash used in investing activities		(6,558	)		(4,360	)		(9,220	)		(6,197	)		(1,332	)
Cash Flows From Financing Activities:
	(Repayments of) proceeds from revolving lines of credit, net			(50,007	)		19,627			20,554			9,456			3,920
	Proceeds from short-term notes payable			10,000			—			—			—			—
	Payments on short-term notes payable			(10,000	)		—			—			—			—
	Proceeds from stockholder notes			—			—			4,000			—			21,000
	Repayments of other long-term debt, net			(4,944	)		(2,282	)		(3,636	)		(797	)		(1,027	)
	Debt issuance costs			370			—			(518	)		(366	)		—
	Issuance of preferred stock			87,900			19,894			20,500			15,500			—
	Repurchase of common stock			(1,061	)		(800	)		—			—			—
	Other equity transactions			(281	)		—			—			—			—
	Change in restricted cash			47			(2,908	)		(3,679	)		(3,512	)		1,896
	Dividend payments to minority interests			(1,982	)		(3,205	)		(417	)		(417	)		(2,781	)
		Net cash provided by financing activities		30,042			30,326			36,804			19,864			23,008
Net cash provided by discontinued operations				6,817			—			—			—			—
Effect of exchange rate changes on cash and cash equivalents				1,506			(2,266	)		2,442			155			(302	)
Net (decrease) increase in cash and cash equivalents				(2,200	)		(2,954	)		1,592			(6,090	)		5,911
Cash and cash equivalents, beginning of period				22,383			20,183			17,229			17,229			18,821
Cash and cash equivalents, end of period			$	20,183		$	17,229		$	18,821		$	11,139		$	24,732
Supplemental Disclosures:
Interest paid			$	6,604		$	4,667		$	6,130		$	3,678		$	5,788
Income taxes paid			$	3,600		$	4,550		$	7,032		$	4,000		$	3,066
Noncash preferred stock and common stock transactions			$	20,002		$	—		$	—		$	—		$	—
New capital leases			$	1,722		$	853		$	267		$	131		$	526

See notes to consolidated financial statements.

F-5

GEOLOGISTICS CORPORATION

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands, except share data)

	Redeemable Preferred Stock
						Common Stock										Accumulated Other Comprehensive Income (Loss)
										Additional Paid-In Capital			Accumulated Deficit						Total Stockholders' (Deficit)			Other Comprehensive Income (Loss)			Total Comprehensive Income (Loss)
	Shares		Amount			Shares		Amount
Balance, December 31, 2000	15,000		$	19,713		2,112		$	—	$	50,832		$	(163,893	)	$	(3,606	)	$	(116,667	)
Repurchase/cancellation of common stock	—			—		(38	)		—		(1,061	)		—			—			(1,061	)
Conversion of preferred stock	(15,000	)		(20,235	)	4,651			—		20,790			—			—			20,790
Issuance of common stock	—			—		93,239			—		1,273			—			—			1,273
Issuance of Series A Preferred Stock	36,100			34,036		—			—		—			—			—			—
Issuance of Series B Preferred Stock	24,000			23,672		—			—		—			—			—			—
Issuance of Series C Preferred Stock	35,000			33,159		—			—		—			—			—			—
Issuance of Series D Preferred Stock	32,500			30,791		—			—		—			—			—			—
Other equity transactions	—			—		—			—		(694	)		—			—			(694	)
Net income	—			—		—			—		—			8,997			—			8,997		$	660		$	9,657
Preferred stock dividends/accretion	—			49,113		—			—		(49,113	)		—			—			(49,113	)
Minimum pension liability	—			—		—			—		—			—			(396	)		(396	)
Foreign currency translation adjustment	—			—		—			—		—			—			1,056			1,056
Balance, December 31, 2001	127,600			170,249		99,964			—		22,027			(154,896	)		(2,946	)		(135,815	)
Issuance of Series D Preferred Stock	20,000			19,894		—			—		—			—			—			—
Repurchase of common stock warrants	—			—		—			—		(1,095	)		—			—			(1,095	)
Other equity transactions	—			—		—			—		164			—			—			164
Net loss	—			—		—			—		—			(36,625	)		—			(36,625	)	$	(563	)	$	(37,188	)
Preferred stock dividends/accretion	—			30,837		—			—		(21,096	)		(9,741	)		—			(30,837	)
Minimum pension liability	—			—		—			—		—			—			206			206
Foreign currency translation adjustment	—			—		—			—		—			—			(769	)		(769	)
Balance, December 31, 2002	147,600			220,980		99,964			—		—			(201,262	)		(3,509	)		(204,771	)
Issuance of Series D Preferred Stock	20,500			20,500		—			—		—			—			—			—
Net loss	—			—		—			—		—			(29,530	)		—			(29,530	)	$	(2,404	)	$	(31,934	)
Preferred stock dividends/accretion	—			47,410		—			—		—			(47,410	)		—			(47,410	)
Minimum pension liability	—			—		—			—		—			—			(135	)		(135	)
Foreign currency translation adjustment	—			—		—			—		—			—			(2,269	)		(2,269	)
Balance, December 31, 2003	168,100			288,890		99,964			—		—			(278,202	)		(5,913	)		(284,115	)
Net loss (unaudited)	—			—		—			—		—			(6,426	)		—			(6,426	)	$	(511	)	$	(6,937	)
Preferred stock dividends/accretion (unaudited)	—			30,833		—			—		—			(30,833	)		—			(30,833	)
Foreign currency translation adjustment (unaudited)	—			—		—			—		—			—			(511	)		(511	)
Balance, September 30, 2004 (unaudited)	168,100		$	319,723		99,964		$	—	$	—		$	(315,461	)	$	(6,424	)	$	(321,885	)

See notes to consolidated financial statements.

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GEOLOGISTICS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information as of and for the nine month periods ended September 30, 2003 and 2004 is unaudited)
(in thousands, except share and per share data)

1.    BASIS OF PRESENTATION

        Organization and Operations.    GeoLogistics Corporation ("GeoLogistics" or the "Company") is a non-asset based international freight forwarder headquartered in the United States. The Company provides air and ocean freight forwarding and logistics and customs brokerage services to its customers on a global basis and overland freight forwarding services to its customers in Europe.

        Principles of Consolidation.    The accompanying consolidated financial statements include the accounts of GeoLogistics and its majority owned subsidiaries. The Company records its investment in each unconsolidated affiliated company (20 to 50 percent ownership) based on the equity method of accounting. Other investments (less than 20 percent ownership) are recorded at cost. Intercompany accounts and transactions have been eliminated.

        Use of Estimates.    The financial statements have been prepared in conformity with U.S. generally accepted accounting principles and, as such, include amounts based on informed estimates and judgments of management. Actual results could differ from those estimates. Accounts affected by significant estimates include accounts receivable and accruals for transportation and other direct costs, tax contingencies, insurance claims, cargo losses and damage claims.

        Foreign Currency Translation.    The financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. Assets, including intangible assets, and liabilities of these subsidiaries are translated at the rate of exchange at the balance sheet date. Income and expenses are translated at average monthly rates of exchange. Translation adjustments are included in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Gains and losses from foreign currency transactions are included in results of operations. Transaction gains (losses) for the years ended December 31, 2001, 2002 and 2003 and the nine month periods ended September 30, 2003 and 2004 were $2,761, ($110), $2,936, $1,217 and $1,985, respectively, and are included in selling, general and administrative expenses. Accumulated foreign currency translation adjustment included in accumulated other comprehensive income (loss) was ($3,319), ($5,588) and ($6,099) as of December 31, 2002, 2003 and September 30, 2004, respectively.

        Reclassifications.    Certain amounts for prior years have been reclassified to conform to the 2003 and 2004 financial statement presentation.

        Financial Condition.    The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of conducting business.

        Beginning in 2002, management implemented a series of significant strategic initiatives intended to improve the operating results of the Company, reduce the level of cash used by operating activities and position the Company for future growth. The Company's operating plan anticipates the effects of the benefits from these activities, as well as additional restructuring activities contemplated for the remainder of 2004. The Company has undertaken a number of liquidity initiatives to obtain additional liquidity pursuant to borrowing arrangements available to certain of the Company's foreign subsidiaries and explored opportunities to secure a global credit facility or other financing arrangements to replace its revolving credit facility prior to its maturity in January 2005 (which has been extended to April 2006 — see Note 14).

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        If the Company is unable to generate sufficient cash flow to finance its operations, it could be required to borrow additional amounts under its existing credit facilities to fund such operations. If the Company's cash and credit facilities are not sufficient to fund ongoing operations, the Company could be required to adopt one or more alternatives, such as reducing or delaying planned expansion or capital expenditures, selling or leasing assets or obtaining additional debt or equity financing. The Company will also continue to investigate strategic alternatives to improve its financial position, including the sale of non-core assets or a public offering of its common stock. There can be no assurance that any of these alternatives could be effected on satisfactory terms or at all.

        As of December 31, 2003 and September 30, 2004, the Company has cash and cash equivalents of $18,821 and $24,732, respectively, as well as additional borrowing capacity under its various credit facilities of $8,456 and $11,907, respectively (see Note 7). The Company also executed a letter of agreement dated December 24, 2003 with certain stockholders providing for a loan to the Company by such stockholders in the amount of $25,000. The Company borrowed $4,000 in December 2003 under such arrangement and borrowed the balance, $21,000, in January 2004.

        As of September 30, 2004, the Company reported that it was not in compliance with the tangible net worth covenant required under the loan agreement governing its credit facility with Congress Financial Corporation (Western) ("Congress") for the reporting period ended September 30, 2004. At the time of the reported breach, the Company and Congress had already agreed to modify the financial covenants in the agreement (see Note 14). However, the financial covenant modifications did not become effective prior to the due date for the period's required compliance certificate and, as a result, the Company reported the breach and simultaneously obtained a waiver of the default. At September 30, 2004, the Company was in compliance with all covenants associated with its other credit facilities.

        The Company believes that net cash provided by operations, borrowings available under its credit facilities and additional sources of liquidity (see Note 14) will provide it with sufficient resources to meet working capital requirements and other cash needs through at least the next twelve months.

Interim Financial Information (Unaudited). The accompanying consolidated financial statements as of September 30, 2004 and for the nine month periods ended September 30, 2003 and 2004 are unaudited. In the opinion of management, these consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements included herein and include all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of financial statements for the interim periods.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Cash and Cash Equivalents.    Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less when purchased.

        Restricted Cash.    Restricted cash reflects cash which is on deposit as collateral for outstanding letters of credit, bank guarantees and surety bonds. In January 2004, $2,500 of the $10,702 December 2003 balance was released as a result of a reduction of an outstanding surety bond.

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        Accounts Receivable.    Accounts receivable are presented at the amount the Company expects to collect. In addition to billings related to transportation costs, accounts receivable include disbursements made on behalf of the Company's customers for value added taxes, customs duties and freight insurance. The billings to customers for these disbursements are not recorded as gross revenue or transportation and other costs in our statements of operations. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectibility of specific customer accounts: customer credit worthiness, past transaction history with the customer, current economic and industry trends and changes in customer payment terms. If the financial condition of the Company's customers were to deteriorate and adversely affect their ability to make payments, additional allowances would be required. Based on management's assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Bad debt expense was $4,389, $5,460, $3,661, $2,125 and $1,505 for the years ended December 31, 2001, 2002 and 2003 and the nine month periods ended September 30, 2003 and 2004, respectively.

        Credit Risk Considerations.    A significant amount of the Company's revenues and accounts receivable is derived from operations outside of the United States. Such operations outside of the United States are susceptible to certain economic uncertainties that may be experienced from time to time in those foreign entities. The Company's operations are widely dispersed among Asia, Europe and the Americas (see Note 13).

        Financial Instruments.    The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates fair value at December 31, 2002 and 2003 and September 30, 2004, due to their short-term nature; the carrying value of the Company's revolving and other debt approximates fair value due to their variable interest rates and other factors.

        Property and Equipment.    Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation of owned assets and amortization of capital lease assets is provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the life of the lease or the useful life of the asset on a straight-line basis. Major repairs, refurbishments and improvements that significantly extend the useful lives of the related assets are capitalized. Maintenance and repairs are expensed as incurred. Estimated useful lives are as follows:

Buildings and leasehold improvements	5–40 years
Operating equipment and other	3–10 years
Transportation equipment	4–8 years
Capitalized software	3–5 years

        The Company capitalizes certain external direct costs of materials and services incurred in developing or obtaining internal-use computer software, and payroll related costs for employees who are directly associated with a project to develop internal-use computer software. Training costs and

F-9

maintenance fees are expensed as incurred or, if such costs are included in the price of the software, they are allocated over the term of the service provided.

        Goodwill and Indefinite Lived Intangible Assets.    Goodwill and indefinite lived intangible assets include goodwill and trademarks. Goodwill represents the excess of the purchase price over the fair value of the net assets of acquired entities. Provision for amortization of goodwill and indefinite lived intangible assets had, prior to January 1, 2002, been made on the straight-line method based upon the estimated useful life of the intangible asset.

        In January 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. Under the new rules, goodwill is no longer amortized, but is subject to impairment tests on an annual basis or more frequently if impairment indicators exist. During 2002 and 2003, the Company performed its required annual impairment tests, and no impairment was identified (see Note 6). The estimated fair value calculated and referred to above is an estimate based upon a number of assumptions. The actual fair value may vary significantly from its estimated fair value.

        Long-Lived Asset Impairment.    The Company reviews long-lived assets for impairment when events or changes in the business conditions indicate that their full carrying value may not be recovered. The Company considers assets to be impaired and writes them down to the fair value if the expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the expected associated cash flows.

        Revenue Recognition.    Revenues and freight consolidation costs are recognized at the time the freight departs the terminal of origin, one of the methods authorized by Emerging Issues Task Force ("EITF") Issue No. 91-9, Revenue and Expense Recognition for Freight Services in Process. This method generally results in recognition of revenues and gross profit earlier than methods that do not recognize revenues until a proof of delivery is received. Revenues related to customs brokerage and other services are recognized upon completion of the services. Revenues recognized as an indirect air carrier or an ocean freight consolidator include the direct carriers' charges to the Company for carrying the shipment. Revenues recognized in other capacities include only the commission and fees received. In January 2002, EITF Issue No. 01-14, Income Statement Characterization of Reimbursements Received for "Out of Pocket" Expenses Incurred was effective for the Company. This issue clarified certain provisions of EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, and among other things established when reimbursements are required to be shown gross as opposed to net. The Company reports the costs of certain reimbursed incidental activities on a gross basis in revenues and cost of transportation.

        The Company derives its revenues from international freight forwarding services using a wide range of transportation modes, including: air, ocean, truck and rail. The Company also provides supply chain management services, such as warehousing, inventory management, order fulfillment, pick-and-pack services, light assembly and customs brokerage services. As a non-asset based carrier, the Company does not own or lease aircraft, ships or heavy-duty trucks. Rather, the Company generates the major portion of its air and ocean freight forwarding revenues by purchasing transportation capacity

F-10

from independent air, ocean and overland transportation providers and reselling that capacity to its customers.

        Customs brokerage and other services involves providing services at destination, such as helping customers clear shipments through customs by preparing required documentation, calculating and providing for payment of duties and other taxes on behalf of the customers, as well as arranging for any required inspections by governmental agencies and arranging for delivery. Revenues related to customs brokerage and other services are recognized upon completion of the services.

        Arranging international shipments is a complex task. Each actual movement can require multiple services. In some instances, the Company is asked to perform only one of these services. However, in most instances, the Company may perform multiple services. Each of these services has an associated fee, which is recognized as revenue upon completion of the service. Typically, the fees for each of these services are quoted as separate components. However, customers on occasion will request an all-inclusive rate for a set of services. This means that the customer is billed a single rate for all services from pickup at origin to delivery at destination. In these instances, the revenue for origin and destination services, as well as revenue that will be characterized as freight charges, is allocated to branches as set by preexisting Company policy, supplemented in some instances by customer specific negotiations between the offices involved. Each of the Company's branches are independent profit centers and are evaluated on an individual basis. When services are provided under an all-inclusive rate, they are quoted and billed in an objective manner on a fair value basis.

        Advertising Costs.    The Company expenses all advertising costs in the period incurred. Advertising expense was $1,471, $1,249, $1,327, $921 and $1,100 for the years ended December 31, 2001, 2002 and 2003 and the nine month periods ended September 30, 2003 and 2004, respectively.

        Income Taxes.    Deferred income taxes are provided for temporary differences between the financial reporting basis and tax basis of assets and liabilities at current tax rates. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year. The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible in income tax returns for the year reported. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

        Redeemable Preferred Stock.    Redeemable preferred stock is recorded at the date of issuance at its fair value and is classified as mezzanine equity as the ability to redeem the shares of preferred stock is outside the control of the Company. Since the holders of the preferred stock have the ability to trigger events that would require redemption of the shares of the preferred stock, the preferred stock is considered immediately redeemable on the date of issuance. As such, the difference between the redemption amount and the carrying value was accreted at the date of issuance. Further, the preferred stock is accreted as a deemed dividend to its redemption amount, including any accrued but unpaid dividends since dividends accumulate regardless of whether or not declared by the board of directors.

        Stock Based Compensation.    The Company applies APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its warrants issued to employees. All warrants granted had an exercise price equal to or greater than the market value of the underlying

F-11

common stock on the date of grant and the related number of shares granted were fixed. As such, no compensation expense was recorded in the years ended December 31, 2001, 2002 or 2003 or in the nine month periods ended September 30, 2003 and 2004. The Company has adopted the disclosure-only provisions of SFAS No. 123 Accounting for Stock Based Compensation, for purposes of warrants issued to employees. Had compensation costs been determined based on the fair value of the warrants at their grant date consistent with the provisions of SFAS No. 123, the Company's net loss would not have materially changed. The Company used the minimum value method to determine fair value of such warrants.

        Pro Forma Earnings Per Share.    Pro forma basic earnings per share ("basic EPS") is computed by dividing pro forma net income (loss) available to common stockholders (the numerator) by the pro forma weighted-average number of shares of common stock outstanding (the denominator) during the period. The pro forma weighted-average number of shares is determined by giving effect to significant equity transactions (e.g., stock splits, stock dividends, recapitalization transactions) occurring subsequent to the date of the financial statements. The computation of pro forma diluted earnings per share ("diluted EPS") is similar to the computation of pro forma basic EPS except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if dilutive potential shares of common stock had been issued using the treasury stock method. Potential shares of common stock include outstanding stock options and warrants to purchase shares of common stock, which were antidilutive for all periods presented.

        Accumulated Other Comprehensive Income (Loss).    Other comprehensive income (loss) in the Company's financial statements represents foreign currency translation adjustments resulting from the conversion of the financial statements of foreign subsidiaries from local currency to U.S. dollars and a minimum pension liability related to the Company's defined benefit pension plans.

Recent Accounting Pronouncements

        In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities. FIN 46 provides guidance on how to identify a variable interest entity ("VIE") and determine when the assets, liabilities, non-controlling interests and results of operations of a VIE need to be included in a company's consolidated financial statements. FIN 46 also requires additional disclosures by primary beneficiaries and other significant variable interest holders. In December 2003, the FASB issued a revision to FIN 46 (FIN 46R), which provided additional guidance on the definition of a VIE and delayed the effective date for privately held companies until the beginning of the first annual reporting period beginning after December 15, 2004, except for entities created after December 31, 2003, which must be accounted for under FIN 46 or FIN 46R upon the initial involvement with the entities. The Company has evaluated the effects of this Interpretation's provisions on its consolidated financial position and results of operations and concluded that there was no effect.

        In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 addresses certain financial instruments that, under previous guidance, could be accounted for as equity, but now must be classified as liabilities in statements of financial position. These financial instruments include: (a) mandatory redeemable

F-12

financial instruments, (b) obligations to repurchase the issuer's equity shares by transferring assets, and (c) obligations to issue a variable number of shares. With limited exceptions, SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the Company in fiscal 2004. The adoption of SFAS No. 150 did not have a material impact on the Company's consolidated financial statements.

        In December 2003, the FASB issued SFAS No. 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits, which replaces the previously issued Statement. The revised Statement increases the existing disclosures for defined benefit pension plans and other defined benefit postretirement plans. However, it does not change the measurement or recognition of those plans as required under SFAS No. 87, Employers' Accounting for Pensions, SFAS No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and SFAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions. Specifically, the revised Statement requires companies to provide additional disclosures about pension plan assets, benefit obligations, cash flows and benefit costs of defined benefit pension plans and other defined benefit postretirement plans. Also, companies are required to provide a breakdown of plan assets by category, such as debt, equity and real estate and to provide certain expected rates of return and target allocation percentages for these asset categories. The Company has adopted the disclosure provisions of this pronouncement and has concluded that the adoption has no material impact on its consolidated financial statements (see Note 10).

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment. Statement 123(R) will require that the compensation cost relating to share-based payment transactions be recognized in the Company's financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123(R) addresses share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. SFAS No. 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. FASB Statement 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the notes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Public entities will be required to apply SFAS No. 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. Presently, this Statement has no effect on the Company's consolidated financial statements.

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3.    DISCONTINUED OPERATIONS AND DIVESTITURE

        During 2001, the Company disposed of the operations of The Bekins Company ("Bekins"), a business segment consisting of Bekins Worldwide Solutions, Inc. and Bekins Van Lines Co. This segment was a United States based operation and provided household goods hauling and storage; inventory management, distribution and specialized truck transportation; and transportation and warehouse services for manufacturers and distributors of high value products.

        The Company completed the sale of the stock of Bekins for nominal cash proceeds. A loss on disposal of $9,714 was recorded in the accompanying consolidated statements of operations for 2001. Bekins' revenues were $175,771 for 2001. Interest under the Company's joint credit facility, under which Bekins and certain other GeoLogistics subsidiaries were co-borrowers through November 7, 2001, was allocated to the Bekins entities based on an average daily balance in the amount of $1,364 in 2001. The Company's consolidated financial statements for 2001 present Bekins as a discontinued operation.

4.    RESTRUCTURING AND OTHER RELATED CHARGES

        Beginning in 2002, the Company implemented a series of significant strategic initiatives intended to improve operating results, to reduce the levels of cash used by operating activities and to position the Company for future growth. As part of this process, the Company implemented a series of cost reduction initiatives to streamline operations and increase operational effectiveness, primarily in the Americas and the Europe/Middle East/Africa region ("EMEA"). These cost reduction initiatives included reducing headcount, lowering overhead expenses, consolidating unprofitable branches and eliminating excess facilities. The Company also reduced information technology costs by outsourcing certain non-strategic technology activities and reduced transportation costs by achieving more efficient consolidation of shipments destined for a common location. In addition, the Company streamlined order processing, cross-trained personnel and redesigned workflows at some of its large branches and warehouses. Although these initiatives were intended to reduce costs and improve operating results, the Company has incurred significant restructuring costs charges to implement them.

        During the year ended December 31, 2001, the Company recorded restructuring charges of $1,519, which were for severance relating to the termination of 85 administrative and operational employees, of which the Company paid $630 in 2001.

        During the year ended December 31, 2002, the Company recorded restructuring charges of $8,626. These restructuring charges consisted of (a) severance of $7,559 relating to the termination of 262 administrative and operational employees of which the Company paid $4,632 in 2002; and (b) costs related to the exit from leases of $1,067.

        During the year ended December 31, 2003, the Company recorded restructuring charges of $10,702. These restructuring charges consisted of (a) severance of $7,066 relating to the termination of 344 administrative and operational employees of which the Company paid $4,453 in 2003; and (b) costs related to the exit from leases of $3,636.

        During the nine months ended September 30, 2004, the Company recorded restructuring charges of $2,348. These restructuring charges consisted of (a) severance of $2,279 relating to the termination

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of 122 administrative and operational employees of which the Company paid $1,655 in the nine months ended September 30, 2004; and (b) costs related to the exit from leases of $69.

        The following table presents a summary of restructuring charges activity during the three year period ended December 31, 2003 and the nine month period ended September 30, 2004:

	Severance			Leases, Net of Sublet Income			Total
December 31, 2000 balance	$	1,485		$	167		$	1,652
Charges		1,519			—			1,519
Usage		(1,743	)		(167	)		(1,910	)
December 31, 2001 balance		1,261			—			1,261
Charges		7,559			1,067			8,626
Usage		(5,732	)		773			(4,959	)
December 31, 2002 balance		3,088			1,840			4,928
Charges		7,066			3,636			10,702
Usage		(7,541	)		(1,250	)		(8,791	)
December 31, 2003 balance		2,613			4,226			6,839
Charges (unaudited)		2,279			69			2,348
Usage (unaudited)		(3,010	)		(1,786	)		(4,796	)
September 30, 2004 balance (unaudited)	$	1,882		$	2,509		$	4,391

        In June 2002, SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities was issued which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullified EITF 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a liability for costs associated with an exit or disposal activity (including restructurings) be initially recognized when the liability is incurred and be measured at fair value. This represents a significant change from the provisions of EITF 94-3 under which such costs were generally recognized in the period in which an entity committed to an exit plan or plan of disposal, and which did not require the initial liability to be measured at fair value. The Company adopted the provisions of SFAS No. 146 effective January 1, 2003. Adoption of SFAS No. 146 had no material impact on the Company's consolidated financial position or results of operations.

        At December 31, 2002 and 2003 and September 30, 2004, $3,232, $5,137 and $4,189, respectively, of accrued restructuring costs were expected to be paid within one year and are reflected in other current liabilities, and $1,696, $1,702 and $202, respectively, of accrued restructuring costs were included in other non-current liabilities in the accompanying consolidated balance sheets.

        At September 30, 2004, the remaining restructuring liability by year of occurrence was $173, $3,259 and $958 for 2002, 2003 and 2004, respectively.

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        In conjunction with the implementation of these strategic initiatives, the Company incurred other related charges that are included in selling, general and administrative expenses. Such charges included (a) recruiting and other costs incurred to build a new management team to effect the restructuring of the Company; (b) consulting costs related to organizational restructuring and business process reengineering activities to restructure branch processes to improve operational effectiveness; and (c) other related charges to support these efforts. These costs totaled $3,730, $9,329, $4,449 and $2,079 for the years ended December 31, 2002 and 2003 and the nine month periods ended September 30, 2003 and 2004, respectively. No such charges were incurred for the year ended December 31, 2001.

        In conjunction with certain business acquisitions completed in prior years, the Company recorded acquisition reserves related to the closure of duplicate administrative and warehouse facilities, consolidation of redundant business systems and reduction of personnel performing duplicate tasks. The Company used $1,804, $970 and $1,012 related to the aforementioned accruals during 2002, 2003 and the first nine months of 2004, respectively. As of December 31, 2002 and 2003 and September 30, 2004, the remaining acquisition accruals of $4,170, $3,200 and $2,188, respectively, related primarily to lease termination costs. Of these accruals, $1,252, $873 and $621 are included in other current liabilities at December 31, 2002 and 2003 and September 30, 2004, while the remainder of the balances are included in other noncurrent liabilities.

5.    PROPERTY AND EQUIPMENT

        Property and equipment (including in-process costs for assets not yet placed in service) and accumulated depreciation at December 31, 2002 and 2003 and September 30, 2004 consisted of the following:

	December 31,						September 30,
	2002			2003			2004
							(unaudited)
Land	$	2,019		$	2,608		$	2,213
Buildings and leasehold improvements		32,451			40,163			37,722
Operating equipment and other		15,620			27,139			29,489
Transportation equipment		1,074			696			673
Capitalized software		18,233			18,844			20,462
		69,397			89,450			90,559
Less accumulated depreciation and amortization		(23,646	)		(39,850	)		(45,742	)
Property and equipment, net	$	45,751		$	49,600		$	44,817

        Depreciation expense was $11,307, $11,521, $9,975, $7,572 and $7,070 for the years ended December 31, 2001, 2002 and 2003 and the nine month periods ended September 30, 2003 and 2004, respectively.

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6.    GOODWILL AND INDEFINITE LIVED INTANGIBLE ASSETS

        The following summarizes the pro forma effect of not amortizing goodwill and indefinite lived intangible assets for the year ended December 31, 2001 as if SFAS No. 142 non-amortization of goodwill provisions occurred for the year ended December 31, 2001.

	December 31, 2001
Net loss before extraordinary item, as reported	$	(68,508	)
Amortization of goodwill and trademark		1,572
Net loss before extraordinary item, as adjusted	$	(66,936	)
Net income, as reported	$	8,997
Amortization of goodwill and trademark		1,572
Net income, as adjusted	$	10,569

        Goodwill amounted to $26,472 at December 31, 2002 and 2003 and at September 30, 2004. Indefinite lived intangible assets primarily consist of the Company's trademarks and amounted to $1,567, $1,620 and $1,737 at December 31, 2002 and 2003 and at September 30, 2004, respectively.

7.    LONG-TERM DEBT

        Long-term debt consists of the following:

		December 31,
	Interest Rates at December 31, 2003							September 30,
		2002			2003			2004
								(unaudited)
Revolving credit facility	4.50% - 6.84%	$	40,071		$	45,761		$	47,784
Textron receivables based credit facility	6.00%		—			6,907			8,669
Other receivables based credit facilities	5.05% - 12.93%		743			8,700			8,463
Capital lease obligations, due in various installments	4.25% - 22.00%		1,394			639			834
Stockholder notes	16.00%		—			4,000			25,781
Other overdraft and credit facilities, primarily secured and subject to annual renewal	2.53% - 11.50%		8,091			10,460			9,963
			50,299			76,467			101,494
Less current portion			(8,155	)		(18,248	)		(24,900	)
		$	42,144		$	58,219		$	76,594

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        The assets under capital leases represent primarily computer equipment included in property and equipment with a net book value as follows (see Note 14):

	December 31,
	2002			2003
Cost	$	4,997		$	3,172
Accumulated amortization		(3,481	)		(1,989	)
Net book value	$	1,516		$	1,183

        Future minimum payments of the Company's long-term debt (exclusive of payments for maintenance, insurance, taxes and other expenses related to capital leases) as of December 31, 2003 are as follows (see Note 14):

	Capital Leases			Debt		Total
2004	$	370		$	17,927	$	18,297
2005		185			57,866		58,051
2006		101			28		129
2007		63			4		67
2008		6			2		8
Thereafter		6			1		7
		731			75,828		76,559
Less amounts representing interest		(92	)		—		(92	)
	$	639		$	75,828	$	76,467

        Revolving Credit Facility (see Note 14).    The Company has a Loan and Security Agreement (the "Revolver") with Congress and its former United Kingdom affiliate, Burdale Financial Limited ("Burdale"). The Revolver was originally comprised of separate agreements, with different operating subsidiaries of the Company in the United States, Canada and the United Kingdom, with individual limitations on maximum borrowings and a letter of credit sub-limit. The Revolver is secured by liens on accounts receivable and general and specific liens on other assets of the Company. In addition, the Revolver places certain restrictions on the Company and the borrower subsidiaries, including limitations on asset sales, additional liens, incurrence of additional indebtedness, payment of dividends and limitations on affiliate transactions.

        The Revolver is tied to a borrowing base which allows the Company to borrow up to 85% of eligible billed receivables and 65% of eligible unbilled or accrued receivables (billed and unbilled receivables are defined in the agreements). Letters of credit reduce amounts available to borrow by 100% of the face value of letters of credit. Applicable interest rate spreads on the United States facilities are 0.5% above prime rate borrowings or 3.0% above the Eurodollar rate. The interest rate on the United Kingdom facility is variable and is calculated based on 3.0% above British pound LIBOR.

        In November 2001, in conjunction with an investment by Questor Partners Fund II, L.P. and certain related investment funds (see Note 11), and in order to facilitate the Bekins sale (see Note 3),

F-18

the Company and Congress agreed to amend and split the United States facility into two separate facilities. As part of this amendment, the Company reduced the maximum credit limit on the Matrix International Logistics and GeoLogistics Americas, Inc. credit line to $30,000, eliminated the Canadian borrowing facility, extended the maturity of the Revolver to April 30, 2004 and revised the requirements under the existing financial covenants. In addition, the interest rate (which is subject to change upon the occurrence of certain events) under the United States facilities was reduced to 0.50% above the prime rate and the Company was granted the option to incur borrowings indexed to the Eurodollar rate.

        The aforementioned United States and United Kingdom facilities, with maximum credit limits of $30,000 and £17,000, respectively, were also amended to allow for a collective or individual increase or decrease to the maximum credit of either by $5,000, so long as the United States and United Kingdom facilities do not exceed $55,000 in aggregate. The letter of credit sub-limit is $12,000. The maturity of the United Kingdom tranche of the Revolver was extended to April 30, 2004 at that time. In August 2003, the maturity of the United States and United Kingdom tranches of the Revolver were extended to January 31, 2005. In November 2004, the maturity dates of the United Kingdom and United States tranches of the Revolver were extended to April 30, 2006.

        As of December 31, 2002 and 2003 and September 30, 2004, there were borrowings under the Revolver of $40,071, $45,761 and $47,784, respectively, and letters of credit outstanding under the Revolver of $4,327, $3,394 and $3,504, respectively. As of December 31, 2002 and 2003 and September 30, 2004, the Company had approximately $3,250, $1,068 and $0, respectively, of additional borrowing capacity under the Revolver and the related overdraft facility.

        Textron Receivables Based Credit Facility (see Note 14).    On March 26, 2003, the Company entered into a receivables sale agreement ("RSA") with Textron Financial Canada Limited (the "Purchaser"). Under the terms of the facility, the Purchaser agrees to purchase up to the Canadian dollar equivalent of $9,500 U.S. dollars of eligible accounts receivable offered for sale by the Company. The purchase price will be paid to the Company either in cash or in the form of letters of credit, issued by the Purchaser on behalf of the Company. Purchased receivables paid in cash will accrue a program fee at an annual rate equal to the Canadian prime rate plus 1.5%, while outstanding letters of credit will be subject to an annual fee of 3.25%. The Company will also pay servicing, accounting and other fees in connection with the RSA. The facility will expire on March 26, 2006, unless both parties consent to extend the facility.

        Other.    During 2003, the Company also obtained additional financing in a number of countries through credit facilities that allow for additional flexibility and use of existing resources. In aggregate, the committed line related to these additional credit facilities totaled approximately $33,849 and $33,751 as of December 31, 2003 and September 30, 2004, respectively. The additional borrowing capacity of all credit facilities (excluding the Revolver) at December 31, 2003 and September 30, 2004, was $7,388 and $11,907, respectively.

        At December 31, 2003, the Company was in compliance with covenants associated with its credit facilities. As of September 30, 2004, the Company was not in compliance with the tangible net worth covenant required under the loan agreement governing the credit facility with Congress. The loan

F-19

agreement required a minimum tangible net worth of ($30,000) as of September 30, 2004, while the Company's tangible net worth, as calculated per the terms of the loan agreement, was ($30,386). At the time of the breach, the Company and Congress had already agreed to modify the financial covenants required under the loan agreement, including the tangible net worth covenant, and the execution of an amendment to the loan agreement making the modifications effective for the period ended September 30, 2004 was imminent. However, the financial covenant modifications did not become effective prior to the due date for the period's required compliance certificate and, as a result, the Company reported the breach in its compliance certificate and simultaneously executed a waiver of the default created by the breach and an amendment modifying the financial covenants, including the tangible net worth covenant, for all future reporting periods beginning October 31, 2004. The Company has been and continues to be current in its payments of principal and interest under the credit facility. At September 30, 2004, the Company was in compliance with all covenants associated with its other credit facilities.

        Stockholder Notes (see Note 14).    The Company signed a Letter of Agreement dated December 24, 2003 under which certain stockholders agreed to lend $25,000 to the Company. Pursuant to this agreement, the Company borrowed $4,000 in December 2003 and $21,000 in January 2004. These borrowings accrue interest from the date each loan is made until January 15, 2005 at the rate of sixteen percent (16.0%) per year and thereafter, at the rate of eighteen percent (18.0%) per annum. Interest is payable in cash at the rate of twelve percent (12.0%) per annum on the 15th day of each January, April, July and October, with the first such payment due April 15, 2004 and the remaining interest is added to principal on each interest payment date. The Letter of Agreement has a maturity date of June 2005.

        Debt Restructuring.    In March 2001, the Company exchanged its 9.75% Senior Notes (the "Notes") due October 15, 2007, in aggregate principal amount of $110,000, for 69,239 shares of common stock and 36,100 shares of Series A Preferred Stock (the "Exchange Offer"). Consents were received from holders of the Notes in order to (i) delete substantially all restrictive covenants and certain events of default under the Indenture dated as of October 29, 1997 (the "Indenture"), (ii) waive existing defaults under the Indenture, and (iii) release all claims arising under the Notes, including accumulated and unpaid interest.

        Terms of Exchange Offer.    Holders of Notes that were also stockholders of the Company, or affiliates thereof, received 12,077 shares of Series A (Class 1) Preferred Stock and 29,237 shares of common stock in exchange for all of the Notes held by such holders. Other holders of Notes received either 11,926 shares of Series A (Class 2) Preferred Stock or 12,097 shares of Series A (Class 3) Preferred Stock, plus 40,002 shares of common stock in exchange for all of the Notes held by such other holders. The Exchange Offer resulted in the issuance of 12,077, 11,926 and 12,097 shares of Series A (Class 1, 2 and 3) Preferred Stock, respectively, plus 69,239 shares of common stock.

        The Exchange Offer was accounted for as a "troubled debt restructuring." As such, the common stock and Series A Preferred Stock were recorded at their estimated aggregate common stock fair value of $34,982. The carrying value of the Notes ($110,000) plus accumulated interest thereon of $10,278 were discharged, the remaining unamortized debt issue costs of $4,536 were written off and an

F-20

extraordinary gain on debt restructuring of $77,505 was recognized for the difference, net of direct transaction costs of $3,255.

8.    INCOME TAXES

        The Company and its United States ("U.S.") subsidiaries file a consolidated federal income tax return. Net operating loss carryforwards (which may be subject to the limitations imposed by Section 382 of the Internal Revenue Code and similar foreign laws) are as follows:

	December 31, 2003
Domestic	$	94,124
Foreign		152,854
Total	$	246,978

        The domestic losses expire between 2011 through 2023. Approximately $144,000 of the foreign losses have an indefinite life, and the remainder of the losses expire between 2004 and 2012. Management believes that the realization of the entire net deferred tax assets related principally to such carryforwards is uncertain and has established a valuation allowance. The availability of the losses to offset future taxable income, both domestic and foreign, may be subject to various legal limitations such as those imposed under certain change of ownership rules and new legislative enactments that restrict the amounts of losses that can be applied against taxable income. Accordingly, the losses set forth above do not reflect all the potential limitations on a global basis which may reduce the amount of losses which can be carried forward.

        A U.S. income tax provision was not made for accumulated earnings for certain overseas subsidiaries because it is expected that such earnings will be reinvested overseas indefinitely. Determination of the amount of potential deferred tax liability is not practical.

        Sources of pretax income (loss) from continuing operations are summarized as follows:

	December 31,
	2001			2002			2003
Domestic	$	(49,255	)	$	(28,355	)	$	(23,823	)
Foreign		2,131			492			3,215
Total	$	(47,124	)	$	(27,863	)	$	(20,608	)

F-21

        The components of the net deferred income tax asset consist of:

		December 31,
		2002			2003
Deferred tax assets:
	Net operating loss carry-forwards	$	70,538		$	98,208
	Insurance reserves		1,089			494
	Allowance for doubtful accounts		2,827			2,840
	Property and equipment		10,361			10,389
	Other assets		19,551			21,903
Gross deferred tax assets			104,366			133,834
Deferred tax liabilities:
	Property and equipment		9,493			8,611
	Other intangible assets		4,252			4,278
	Other liabilities		5,387			7,758
Gross deferred tax liabilities			19,132			20,647
Valuation allowance			(84,025	)		(112,206	)
Net deferred tax assets		$	1,209		$	981

        The increase in the valuation allowance for 2003 of $28,181 is attributable to the increase in deferred tax assets, primarily due to the increase of net operating loss carry forwards. For 2002, the valuation allowance increased $18,288 primarily due to an increase in net operating loss carryforwards. For 2001, the valuation allowance decreased $40,310 primarily as a result of the reduction of net operating loss carryforwards as a result of the debt restructuring.

        Income tax provision (benefit) consisted of:

			December 31,
			2001			2002			2003
Current
	Federal		$	—		$	—		$	(62	)
	State			142			52			—
	Foreign			4,097			5,496			5,352
		Total current tax provision		4,239			5,548			5,290
Deferred
	Federal			(208	)		(82	)		—
	State			—			—			—
	Foreign			733			(35	)		(76	)
		Total deferred tax provision (benefit)		525			(117	)		(76	)
Provision for income taxes			$	4,764		$	5,431		$	5,214

F-22

        A reconciliation of income tax provision (benefit) to the statutory corporate federal tax rate of 35% is as follows:

			December 31,
			2001			2002			2003
Statutory Tax Benefit			$	(16,493	)	$	(9,752	)	$	(7,213	)
	Effects of:
	Permanent differences			4,126			3,816			4,208
	Foreign income taxed at various rates			546			2,526			(812	)
	State income taxes, net of federal benefit			142			52			(874	)
	Increase in valuation allowance			16,443			11,215			9,832
	Foreign tax credit			—			(2,462	)		—
	Other, net			—			36			73
		Total tax provision	$	4,764		$	5,431		$	5,214

        Income tax provision for the nine months ended September 30, 2003 and 2004 included provisions primarily for the Company's foreign income taxes. As the Company does not expect to utilize any of its net operating losses ("NOL'S") generated in the nine months ended September 30, 2003 and 2004, a full valuation allowance has been established against these NOL'S. As the Company is in a net loss position with respect to federal income taxes in the United States, it did not pay any U.S. federal income taxes for those periods. Income tax expense has been provided for during the nine month periods ended September 30, 2004 based on estimated income tax rates for fiscal 2004 in applicable foreign countries.

9.    COMMITMENTS AND CONTINGENCIES

        Factoring of Accounts Receivable.    During 2001, one of the Company's foreign affiliates entered into a factoring agreement with its principal lender under which eligible accounts receivable are assigned on a pre-approved basis. At December 31, 2002 and 2003, the factoring charge amounted to approximately 1.7% and 3.1%, respectively, of the receivables assigned. Pursuant to the terms of the agreement, the foreign affiliate is required to maintain specified levels of working capital and meet specified financial capital requirements. As of December 31, 2003 and September 30, 2004, the foreign affiliate was in compliance with these covenants.

        During 2003, two of the Company's foreign affiliates entered into factoring agreements. At December 31, 2003, the factoring charge amounted to 1.0% of the receivables assigned. Pursuant to the terms of one of the agreements, the Company's foreign affiliate is required to maintain specified levels of total tangible net worth at no less than $6,400. As of December 31, 2003 and September 30, 2004, the foreign affiliate was in compliance with the covenant.

F-23

        Accounts receivable of the foreign affiliates was comprised of the following:

	December 31,
	2002			2003
Receivables assigned to factor	$	2,494		$	14,541
Advances from factor		—			(2,673	)
Amounts due from factor		2,494			11,868
Unfactored accounts receivable		10,523			27,056
Allowance for doubtful accounts		(1,514	)		(2,930	)
	$	11,503		$	35,994

        Operating Leases.    The Company leases facilities and equipment under non-cancelable operating leases, which expire at various dates through 2026. Certain of these leases are subject to escalation clauses. Net rental expense for the years ended December 31, 2001, 2002 and 2003 was approximately $31,072, $31,179 and $31,473, respectively.

        Future minimum rental payments due (net of future sublet income and including amounts in restructuring) under non-cancelable operating leases at December 31, 2003 were as follows:

2004		$	31,620
2005			23,039
2006			15,597
2007			11,331
2008			9,949
Thereafter			40,954
	Total	$	132,490

        Litigation and Contingent Liabilities.    The Company and its subsidiaries are also defendants in legal proceedings arising in the ordinary course of business and are subject to certain claims. The Company believes it has established adequate reserves for the total alleged liabilities. Although the outcome of the proceedings cannot be determined, it is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

        Insurance Claims.    Certain of the Company's insurance programs, primarily workers' compensation, public liability and property damage, and cargo loss and damage, are subject to substantial deductibles or retrospective adjustments. Accruals for insurance claims, except for cargo claims, are estimated for the ultimate cost of unresolved and unreported claims. Cargo claims are accrued for based on the Company's historical claims experience and management's judgment.

F-24

        Guarantee Arrangements.    At December 31, 2002 and 2003, the Company had standby letters of credit outstanding of approximately $46,700 and $35,200, respectively. These letters of credit collateralize the Company's obligations to third parties as part of the normal ongoing operations.

10.    PENSION PLAN AND OTHER BENEFITS

        Defined Benefit Plans.    The Company has a number of defined benefit pension plans that cover a substantial number of foreign employees. Retirement benefits are provided based on compensation as defined in the plans. The Company's policy is to fund these plans in accordance with local practice and contributions are made in accordance with actuarial valuations. The Company uses a December 31 measurement date for these plans. At December 31, 2003, each of the plans included in the aggregate table below has a projected benefit obligation which is in excess of the related fair value of the plan assets.

        The change in benefit obligation, change in plan assets and funded status of the plans are as follows:

	Year Ended December 31,
	2002			2003
Change in Benefit Obligation:
Projected benefit obligation at beginning of year	$	92,221		$	107,908
Service cost		2,485			2,599
Interest cost		5,935			6,072
Participant contributions		817			809
Actuarial losses		860			7,188
Benefits paid		(5,557	)		(5,881	)
Foreign exchange		11,147			14,373
Projected benefit obligation at end of year	$	107,908		$	133,068

        The increase in actuarial losses to $7,188 for 2003 was primarily the result of changing actuarial assumptions related to inflation and its effect on salary growth and pension expectations.

F-25

	December 31,
	2002			2003
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	81,594		$	79,290
Actual return on plan assets		(8,897	)		12,248
Company contributions		3,516			3,559
Benefits paid		(5,557	)		(5,881	)
Foreign exchange		8,634			9,506
Fair value of plan assets at end of year	$	79,290		$	98,722
Funded status of the plan	$	(28,618	)	$	(34,344	)
Unrecognized net actuarial loss		22,504			24,011
Unrecognized prior service cost		399			404
Unrecognized net transition obligation		86			90
Accrued benefit cost, net	$	(5,629	)	$	(9,839	)
Amounts recognized in the balance sheets consist of:
Prepaid pension cost included with other assets	$	16,106		$	19,320
Accrued pension cost included with accrued liabilities		(22,011	)		(29,574	)
Intangible assets		86			90
Accumulated other comprehensive loss		190			325
Net amount recognized at end of year	$	(5,629	)	$	(9,839	)

        The components of net periodic pension cost and the significant assumptions for the plans were as follows:

	Year Ended December 31,									Nine Months Ended September 30,
	2001			2002			2003			2003			2004
										(unaudited)
Service cost	$	2,687		$	2,530		$	2,575		$	1,931		$	2,284
Interest cost		5,197			5,848			6,084			4,563			5,525
Expected return on plan assets		(6,245	)		(6,132	)		(5,888	)		(4,416	)		(5,525	)
Net amortization and deferral		(19	)		650			1,660			1,245			1,309
Net periodic pension cost	$	1,620		$	2,896		$	4,431		$	3,323		$	3,593

F-26

        The following are the weighted-average assumptions used to determine net periodic benefit cost:

	December 31,
	2001		2002		2003
Discount rate	5.98	%	5.74	%	5.50	%
Expected return on plan assets	6.93		6.91		7.39
Rate of compensation increase	3.79		2.79		2.80

        The following are the weighted-average assumptions used to determine the benefit obligations:

	December 31,
	2002		2003
Discount rate	5.50	%	5.49	%
Rate of compensation increase	2.79		3.18

        The Company's pension plan weighted-average asset allocations at December 31, 2002 and 2003, respectively, by asset category are as follows:

		Plan Assets at December 31,
		2002		2003
Asset Category:
Equity securities		53	%	56	%
Debt securities		41		38
Other		6		6
	Total	100	%	100	%

        The following pension benefit payments, which reflect expected future service, as apporpriate, are expected to be paid:

2004		$	5,455
2005			5,359
2006			5,387
2007			5,776
2008			5,835
Years 2009 through 2013			38,447
	Total	$	66,259

        Pension Plan Investment Policy.    Plan assets are managed to long-term strategic allocation targets. Those targets are developed by analyzing a variety of diversified asset class combinations, in conjunction with the projected liability, costs and liability duration of the pension plans. Periodic asset allocation studies are conducted and the targets are reviewed to determine if they require adjustment. Once allocation percentages

F-27

are established, the portfolio is periodically rebalanced to those targets in a manner that maintains the target allocation and seeks to minimize trading costs. The pension plans seek to mitigate investment risk by investing across and within asset classes. The pension plans do not use market timing strategies, nor do they currently use financial derivative instruments to manage risk. Expected long-term rate of return assumptions are created using long-term historical returns and current market expectations for forecasts of inflation, interest rates and economic growth. The pension plans' investment managers are prohibited from short selling, trading on margin, trading warrants or trading derivatives. Limited hedging of currencies is allowed.

        Other Benefit Plans.    Retirement savings plans are available to substantially all North American salaried and nonunion hourly employees, which allow eligible employees to contribute a portion of their annual salaries to the plans. Matching contributions are made at the discretion of each subsidiary. Participants are immediately vested in their voluntary contributions plus actual earnings thereon. In the beginning of 2003, the Company announced that it was no longer matching contributions under the existing plan. In the prior years, the matching contributions were subject to various vesting schedules, ranging from immediate to seven years. Matching contributions were approximately $565, $627 and $156, respectively, for the years ended December 31, 2001, 2002 and 2003.

11.    REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

Redeemable Preferred Stock

        Impact of Debt Restructuring to Existing Stockholders.    Concurrent with the debt restructuring described in Note 7, "Long-Term Debt," the Company effected a 1 for 100 reverse stock split of the Company's pre-restructuring common stock and all of the pre-restructuring preferred stock shares were converted into 46,511 shares of common stock. As part of the Exchange Offer, the Company issued (a) 36,100 shares of Series A Preferred Stock and 69,239 shares of common stock in connection with the cancellation of $110,000 of Notes (together with accumulated interest thereon of $10,278) and (b) 24,000 shares of Series B Preferred Stock and 24,000 shares of common stock for $24,000. In November 2001, the Company sold 35,000 shares of Series C Preferred Stock and 32,500 shares of Series D Preferred Stock for $67,500. Both the Series A and Series B Preferred Stock were amended and restated due to the issuance of the Series C and D Preferred Stock.

Terms of Amended and Restated Series A (Class 1, 2 and 3) Preferred Stock (see Note 14). The Exchange Offer resulted in the issuance of 1,208, 1,193 and 1,210 shares of Series A (Class 1, 2 and 3) Preferred Stock, respectively, plus 69,239 shares of common stock. Each class of Series A Preferred Stock is entitled to vote for one Class II member of the Board of Directors of the Company. No other voting rights exist.

F-28

        Each share of Series A Preferred Stock has a liquidation preference equal to one thousand dollars per share, ranks junior to the Series C Preferred Stock and the Series D Preferred Stock (collectively "Designated Preferred Stock"), but senior to the liquidation preference of any other capital stock of the Company. Holders of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors, cumulative dividends equal to 10% per annum of the liquidation preference payable semi-annually. Beginning on April 2, 2006, dividends on the Series A Preferred Stock will become payable at a rate of 12% per annum. At December 31, 2002 and 2003, the aggregate amount of unpaid dividends on Series A Preferred Stock was $6,317 and $9,928, respectively.

        The Series A Preferred Stock restricts the payment of dividends on common stock until all shares of Series A Preferred Stock are redeemed, including the accumulated dividends. Holders of Series A Preferred Stock are not entitled to any preemptive or subscription rights and such shares are not subject to mandatory redemption other than in connection with a sale of the Company or the consummation of a registered public offering of debt or equity securities. Upon the sale of 5% of the common stock held by certain existing equity holders (other than Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P. and Questor Side-by-Side Partners II 3(c)(1), L.P. ("Questor")) to a third party at a purchase price greater than twenty five dollars per share, the holders of the Series A Preferred Stock have the option to redeem their shares, provided that no such redemption is permitted as long as any shares of Series C or Series D Preferred Stock are outstanding. The Company may redeem all or any portion of the Series A Preferred Stock at any time at a redemption price equal to the liquidation preference plus accrued and unpaid dividends, provided that all of the Series C and Series D Preferred Stock has previously been redeemed in full.

        Series B Preferred Stock.    Concurrently with the consummation of the Exchange Offer, the Company entered into a Unit Sale under which it sold an aggregate of 24,000 shares of common stock and 24,000 shares of Series B Preferred Stock to certain affiliates for aggregate cash consideration of $24,000. The Company used the proceeds of the Unit Sale to reduce its outstanding indebtedness under the United States tranche of the Revolver. Concurrently with such repayment, the Lender under the Revolver released $24,000 of letters of credit provided by affiliates of stockholders and permanently reduced the borrowing ability under the Revolver by $24,000.

        Terms of Amended and Restated Series B Preferred Stock (see Note 14).    The holders of Series B Preferred Stock are entitled to vote for one Class II member of the Board of Directors of the Company until such time as the Series B Preferred Stock has been redeemed in full.

        Each share of Series B Preferred Stock has a liquidation preference equal to one thousand dollars per share, ranks junior to the Designated Preferred Stock and the Series A Preferred Stock, but senior to common stock. Holders of Series B Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors, cumulative dividends equal to 12% per annum payable semi-annually. No such dividends have been declared. At December 31, 2002 and 2003, the aggregate amount of unpaid dividends on Series B Preferred Stock was $5,040 and $7,920, respectively.

        The Series B Preferred Stock restricts the payment of dividends on common stock until all shares of Series B Preferred Stock are redeemed, including the accumulated dividends. Holders of Series B

F-29

Preferred Stock are not entitled to any preemptive or subscription rights and such shares are not subject to mandatory redemption other than in connection with a sale of the Company, consummation of a registered public offering of debt or equity securities pursuant to which the Company receives net proceeds in excess of $5,000, provided that no such redemption is permitted as long as any shares of Series C or Series D Preferred Stock are outstanding. The Company may redeem all or any portion of the Series B Preferred Stock at any time, at a redemption price equal to the liquidation preference plus accrued and unpaid dividends, provided that all of the Series A, Series C and Series D Preferred Stock has been redeemed in full.

        Series C and Series D Preferred Stock (see Note 14).    In November 2001, the Company issued 35,000 shares of Series C Preferred Stock and 32,500 shares of Series D Preferred Stock to Questor for aggregate consideration of $67,500. The proceeds from the transaction were primarily used to pay down trade payables, accrued expenses and outstanding debt (see Note 7). In addition to the terms described below, the holders of the Series C and Series D Preferred Stock are entitled to collectively appoint all five Class I Directors until all such shares are redeemed in full.

        Each share of Series C Preferred Stock has an initial liquidation preference equal to one thousand dollars per share and has preferential rights equal to the Series D Preferred Stock, but senior to all other capital stock. The investment value ("Series C Investment Value") of the Series C Preferred shares immediately following their issuance was one thousand six hundred dollars per share, which amount increases at a 13% annual rate compounded semi-annually until the second anniversary of their issuance at which point the deemed investment value will be two thousand one hundred dollars per share. After the second anniversary, the Investment Value increases at a rate of 15% per annum compounded semi-annually. The Series C Investment Value represents the value due to the holders of the Series C Preferred Stock upon a sale of the Company (the "Series C Sale Preference Amount"). In addition, the Series C and Series D Preferred Stock is collectively entitled to participate in a portion of value attributable to the Company's shares of common stock over a specific amount (the "Participation Right").

        The Series C Preferred Stock restricts the payment of dividends on common stock and on Series A and Series B Preferred Stock until all Series C Preferred Stock are redeemed, including accumulated dividends. Holders of Series C Preferred Stock are not entitled to any preemptive or subscription rights. At any time after the first anniversary of the issuance date, the Company has the option to redeem not less than 50% of the originally issued Series C Preferred shares at a redemption price equal to a percentage of the Series C Sale Preference Amount declining from 120% to 100% between the first and the fourth anniversaries of issuance plus warrants to acquire shares of common stock of the Company having economic terms that mirror the Participation Right. At December 31, 2002 and 2003, the aggregate amount of unpaid dividends on the Series C Preferred Stock was $6,458 and $12,910, respectively.

        Each share of Series D Preferred Stock has an initial liquidation preference equal to one thousand dollars per share and has preferential rights equal to the Series C Preferred Stock, but senior to all other capital stock. The investment value ("Series D Investment Value") of the Series D Preferred shares immediately following their issuance was one thousand four hundred and fifty dollars per share,

F-30

which amount increases at a 12% rate compounded semi-annually until the second anniversary of their issuance at which point the deemed investment value will be two thousand one hundred dollars per share. After the second anniversary, the Series D Investment Value increases at a rate of 15% per annum compounded semi-annually. The Series D Investment Value represents the value due to the holders of Series D Preferred Stock upon a sale of the Company (the "Series D Sale Preference Amount"). At December 31, 2002 and 2003, the aggregate amount of unpaid dividends on Series D Preferred Stock was $5,997 and $11,988, respectively.

        The Series D Preferred Stock restricts the payment of dividends on common stock and on Series A and Series B Preferred Stock until all Series D Preferred Stock are redeemed, including accumulated dividends. Holders of Series D Preferred Stock are not entitled to any preemptive or subscription rights. At any time after the first anniversary of the issuance date, the Company has the option to redeem not less than 50% of the originally issued Series D Preferred shares at a redemption price equal to a percentage of the Series D Sale Preference Amount declining from 120% to 100% between the first and the fourth anniversaries of issuance plus warrants to acquire shares of common stock of the Company having economic terms that mirror the Participation Right.

        In each of March 2002 and November 2002, the Company authorized and issued an additional 10,000 shares of Series D Preferred Stock to Questor at a purchase price of one thousand dollars per share for an aggregate purchase price of $10,000. In connection with these transactions (which in the aggregate raised $20,000 of proceeds that were used to fund operations), the prior options granted to Questor to purchase additional shares of Series D Preferred Stock of the Company provided for under the Series C and Series D Preferred Stock Purchase Agreement, dated as of October 2001, were terminated and new options were granted to Questor to purchase additional shares of Series D Preferred Stock at any time an availability deficiency or covenant default exists. Under this agreement, after November 1, 2002 and prior to December 31, 2004 (the "option period"), Questor will have an option (but not the obligation) to require the Company to sell an additional 5,000 shares of Series D Preferred Stock for an aggregate purchase price of $5,000 (or one thousand dollars per share).

        During 2003, the Company authorized and issued in aggregate an additional 20,500 shares of Series D Preferred Stock to Questor at a purchase price of one thousand dollars per share for an aggregate purchase price of $20,500.

Stockholders' Equity (Deficit)

        Accounting for Stock Based Compensation.    The Company issued warrants to purchase common stock to certain employees. These warrants generally vest ratably over one to four years. However, warrants issued prior to January 1, 1997 fully vest upon a registered public offering. The warrants expire in seven to ten years from the date of issuance. The Company has computed the valuation of the warrants using the minimum value method and has determined the value was not significant. The Company also issued warrants to purchase common stock to certain non-employees in connection with a financing and acquisition that occurred in 1996 that vested immediately.

F-31

        The following table presents the warrant activity for each of the years in the three year period ended December 31, 2003 and the nine month period ended September 30, 2004:

	Warrants		Weighted- Average Exercise Price
Outstanding at December 31, 2000	302		$	33,440
Canceled/forfeited in 2001	(15	)		42,670
Outstanding at December 31, 2001	287			32,960
Canceled/forfeited in 2002	(37	)		45,000
Outstanding at December 31, 2002	250			31,200
Canceled/forfeited in 2003	(202	)		28,020
Outstanding at December 31, 2003	48			47,230
Canceled/forfeited in 2004	(27	)		45,740
Outstanding at September 30, 2004 (unaudited)	21		$	49,130
Exercisable at:
September 30, 2004	21		$	49,130

        As of December 31, 2003 and September 30, 2004, outstanding warrants have a remaining exercisable life ranging from one to four years. The exercise prices of the warrants range from four thousand to six thousand dollars per share.

        During the years ended December 31, 2001 and 2002, the Company repurchased 38 shares for $1,061 and 37 warrants for $1,095, respectively. There was no such activity for the year ended December 31, 2003 or the nine months ended September 30, 2004.

        Reservation of Shares of Common Stock for Preferred Shareholders.    89,997 shares of common stock have been reserved for issuance upon exercise of any warrants that may be issued upon redemption of the Series C and Series D Preferred Stock as described above.

        Dividends.    The Company's ability to pay cash dividends depends, in part, on the ability of its subsidiaries to pay cash dividends. The Company's subsidiaries are subject to certain legal restrictions under the laws of the jurisdictions in which they operate, and in some cases, restrictions under credit facilities, that limit their ability to declare and pay cash dividends.

        Equity Appreciation Rights Plan.    During 2002, the Company established an Equity Appreciation Rights plan to provide certain employees of the Company and related corporations the opportunity to participate in future equity distributions through Equity Appreciation Units ("Units") based on the occurrence of certain terminal events, as defined. Related corporations refers to any entity in which the Company maintains any equity interest, directly or indirectly, which is designated a related corporation by resolution of the Board of Directors. Units vest over a period of time specified in each unit award. As of December 31, 2003 and September 30, 2004, 445 and 1,199 of the Units were vested, respectively. Upon the occurrence of certain terminal events, the Company will pay the award participants the amounts as defined in the agreement, which are based on the Company's aggregate equity value, subject to a minimum threshold, as defined. No compensation expense will be recognized until the time that the specific events occur.

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        Stock Options Issued Under an Exit Agreement.    During 2002, the Company issued stock options to a former employee to acquire; (a) 900 shares of common stock of the Company which were immediately vested and exercisable with an exercise price of ten cents per share and (b) 900 shares of common stock of the Company, which were also immediately vested and exercisable at an exercise price of $860.00 per share. These options remain exercisable until June 30, 2007, unless forfeited by breach of contract. The estimated fair value of these options at the date of grant was not material to the consolidated financial statements.

        Common Stock.    On December 20, 2004, the Company executed a reverse stock split on the existing common stock on a one-for-ten basis, whereby each ten shares of common stock were combined into one share of common stock. This transaction had an insignificant effect on the dollar value of amounts reported on the consolidated balance sheet, but decreased the Company's outstanding shares of common stock to 99,694 immediately following the transaction. The effects of the reverse stock split have been retroactively reflected for all periods presented.

12.   RELATED PARTY TRANSACTIONS

        The Company has entered into agreements with certain stockholders or their affiliates, under which the Company pays fees and provides expense reimbursements for management, financial advisory and other services. Management fees amounted to approximately $2,400 per annum. Cash paid for current and prior year management fees was $525, $668, $0, $0 and $1,200 for the years ended December 31, 2001, 2002 and 2003, and the nine month periods ended September 30, 2003 and 2004, respectively. As of December 31, 2002 and 2003, and the nine month period ended September 30, 2004, accrued management fees payable were $2,172, $4,855 and $5,603, respectively, and were included in other current liabilities on the Company's balance sheet.

        Other consulting fee and expense reimbursement payments associated with the above mentioned agreements amounted to $49, $851, $1,014, $894 and $1,458 for the years ended December 31, 2001, 2002 and 2003, and the nine month periods ended September 30, 2003 and 2004, respectively. As of December 31, 2002 and 2003, and the nine month period ended September 30, 2004, accrued fees payable were $488, $2,402 and $777, respectively, and were included in other current liabilities on the Company's balance sheet.

13.    BUSINESS SEGMENTS

        The Company operates in one reportable business segment of freight forwarding and operates in three primary geographic areas comprised of the Americas, EMEA and Asia Pacific. The Company provides its services through a global network of Company owned branches and independent agents. For purposes of evaluating its operating results, the Company's management considers the revenues, net revenues and operating (loss) income of the three geographic areas.

        Accounting policies for each geographic area are the same as those described in Note 2, "Summary of Significant Accounting Policies." Corporate expenses are comprised primarily of

F-33

marketing costs, incremental information technology costs and other general and administrative expenses, which are separately managed. Geographic area assets exclude corporate assets. Corporate assets include cash and cash equivalents, capitalized software development costs and intangible assets. Information regarding the Company's operations by reportable business segment and geographic area is summarized below:

	Freight Forwarding
	Americas			EMEA			Asia Pacific		Freight Forwarding Total			Corporate & Eliminations			Total
Year Ended December 31, 2001
Revenues from external customers	$	307,472		$	598,736		$	285,614	$	1,191,822		$	—		$	1,191,822
Transactions between segments		38,791			64,065			57,196		160,052			(160,052	)		—
Total revenues		346,263			662,801			342,810		1,351,874			(160,052	)		1,191,822
Net revenues		66,148			140,098			67,176		273,422			—			273,422
Depreciation and amortization		5,639			3,606			1,997		11,242			1,802			13,044
Operating (loss) income		(39,511	)		(3,251	)		8,628		(34,134	)		(2,574	)		(36,708	)
Identifiable assets		107,739			267,898			117,614		493,251			(146,767	)		346,484
Year Ended December 31, 2002
Revenues from external customers	$	294,021		$	605,984		$	326,826	$	1,226,831		$	—		$	1,226,831
Transactions between segments		37,332			47,778			62,233		147,343			(147,343	)		—
Total revenues		331,353			653,762			389,059		1,374,174			(147,343	)		1,226,831
Net revenues		75,702			147,744			77,563		301,009			—			301,009
Depreciation and amortization		3,252			4,083			2,166		9,501			2,041			11,542
Operating (loss) income		(25,363	)		(14,040	)		16,065		(23,338	)		(1,437	)		(24,775	)
Identifiable assets		93,234			299,063			137,335		529,632			(162,976	)		366,656
Year Ended December 31, 2003
Revenues from external customers	$	272,417		$	724,576		$	378,368	$	1,375,361		$	—		$	1,375,361
Transactions between segments		36,942			56,053			85,145		178,140			(178,140	)		—
Total revenues		309,359			780,629			463,513		1,553,501			(178,140	)		1,375,361
Net revenues		71,529			168,981			80,067		320,577			—			320,577
Depreciation and amortization		2,155			4,234			2,146		8,535			1,427			9,962
Operating (loss) income		(17,193	)		(8,602	)		15,601		(10,194	)		(4,419	)		(14,613	)
Identifiable assets		103,200			341,010			157,685		601,895			(172,425	)		429,470
Nine Months Ended September 30, 2003 (Unaudited)
Revenues from external customers	$	199,097		$	528,521		$	263,473	$	991,091		$	—		$	991,091
Transactions between segments		26,295			40,747			56,841		123,883			(123,883	)		—
Total revenues		225,392			569,268			320,314		1,114,974			(123,883	)		991,091
Net revenues		51,863			124,390			56,430		232,683			—			232,683
Depreciation and amortization		1,753			3,288			1,597		6,638			1,022			7,660
Operating (loss) income		(14,909	)		(6,701	)		9,707		(11,903	)		(2,367	)		(14,270	)
Identifiable assets		103,573			313,577			146,422		563,572			(175,322	)		388,250
Nine Months Ended September 30, 2004 (Unaudited)
Revenues from external customers	$	208,070		$	590,557		$	336,883	$	1,135,510		$	—		$	1,135,510
Transactions between segments		31,043			49,485			55,465		135,993			(135,993	)		—
Total revenues		239,113			640,042			392,348		1,271,503			(135,993	)		1,135,510
Net revenues		51,695			139,120			64,895		255,710			—			255,710
Depreciation and amortization		883			3,120			1,727		5,730			1,324			7,054
Operating (loss) income		(4,699	)		(2,700	)		14,882		7,483			(2,203	)		5,280
Identifiable assets		102,684			336,027			163,206		601,917			(161,021	)		440,896

F-34

14.    SUBSEQUENT EVENTS (unaudited)

        Revolving Credit Facilities (see Note 7).    In November, the termination dates of the Burdale and Congress facility were extended from January 2005 to April 2006. In addition, Congress amended certain financial covenants and agreed to provide a temporary seasonal increase of $5,000 in total borrowing capacity, bringing Congress' total commitment to $35,000 until December 31, 2004 when it will be reduced to the originally agreed $30,000.

        Textron Receivables Based Credit Facility (see Note 7).    On December 3, 2004, a temporary seasonal increase of $950 under the credit facility provided to the Company's Canadian operating subsidiary by Textron Financial Canada Limited expired, reducing Textron's total commitment from $10,450 to the originally agreed $9,500.

        Secured Term Loans.    On December 28, 2004, the Company and certain of its U.S. and U.K. subsidiaries entered into secured term loans totaling $10,000 with Citicorp North America, Inc., Bear Stearns Corporate Lending, Inc. and their respective U.K. affiliates. The loans are secured by second liens on the collateral pledged under the Company's senior credit facilities, as well as certain other assets. Interest rates on the loans are variable and increase the longer the loans are outstanding. The initial interest rate on the U.K. loan is the adjusted U.S. dollar LIBOR rate plus a margin of 650 basis points. The initial interest rate on the U.S. loan is at the Company's option either the base rate plus a margin of 550 basis points or the adjusted U.S. dollar LIBOR rate plus a margin of 650 basis points. At December 31, 2004, the weighted average interest rate on these loans was 9.05%. Net proceeds from the loans were used for working capital and general corporate purposes. The term loans mature on the earlier of the maturity of the Congress and Burdale facilities (currently, April 30, 2006) or June 28, 2006.

        Other Debt (see Note 7).    On October 1, 2004, the £1,820 overdraft facility provided to the Company's U.K. operating subsidiary was reduced to £1,300. The reduction reflects a combination of both the sale of and decline in appraised value of certain real estate securing the facility.

        On October 14, 2004, the Company's Hong Kong operating subsidiary agreed to make certain changes to its existing banking facilities with The Bank of East Asia, Limited including the establishment of a new cash overdraft facility totaling HK$5,000.

        On December 15, 2004, the €1,200 one year term loan provided by Banco Commercial Portuguese to the Company's Portuguese operating subsidiary matured and was repaid. Also in December 2004, the Company's Portuguese operating subsidiary entered into a new loan agreement with Banco Santander Portugal for a one year unsecured term loan of €1,500 with a maturity of March 14, 2007. The loan requires the Company's Portuguese operating subsidiary to meet certain financial covenants and carries a variable interest rate based on the three month euro interbank offered rate plus one percent.

Series A, C, and D Preferred Stock Conversion to Common Stock and Series B Cancellation (see Note 11). On December 20, 2004, all of the Company's issued and outstanding shares of Series A, Series C and Series D Preferred Stock (and all accrued and unpaid dividends on these shares) were converted into an aggregate of 9,900,346 shares of common stock. In addition, the Company's 24,000 shares of Series B Preferred Stock were cancelled.

F-35

        Conversion of Stockholder's Debt to New Series A Preferred Stock (see Note 7).    On December 20, 2004, 26,491.635 shares of new Series A Preferred Stock were issued to Questor. The new Series A Preferred Stock has an initial aggregate liquidation preference of approximately $26,492 ($1,000 per share), which was the amount of principal and accrued interest on debt owed by the Company that was surrendered in exchange for the new Series A Preferred Stock. The Series A Preferred Stock has a cumulative cash dividend at the rate of 16% per annum through January 14, 2005, 18% per annum from January 15, 2005 through January 14, 2006 and 20% per annum of the liquidation preference thereafter. In each case, a dividend at a rate of 12% per annum of the liquidation preference is payable quarterly in cash and the remaining portion of the dividend not paid in cash will bear interest in arrears at the current dividend rate, compounding on each dividend payment date. The Company has the right to, and Questor, as the holder of the new Series A Preferred Stock, has the right to cause the Company to, redeem the stock at the earlier to occur of January 15, 2007, the closing of an initial public offering of the Company's common stock or the sale of all or substantially all of the equity or assets or the Company.

        Warrants Covering Common Stock (see Note 11).    On December 20, 2004, immediately before the effectiveness of the conversion of the Series A and Series B Preferred Stock discussed above, the Company declared and paid as a dividend (a) on the Series A Preferred Stock warrants covering an aggregate of 1,306,991 notional shares of common stock and (b) on the Series B Preferred Stock warrants covering an aggregate of 5,227,965 notional shares of common stock. The warrants may be exercised only a cashless basis and are exercisable only if they are in-the-money upon the closing of an initial public offering of the Company's common stock or the sale of all or substantially all of the equity or assets of the Company. The warrants will be cancelled if they are out-of-the-money upon the closing of any such transaction.

F-36

        The following unaudited pro forma condensed consolidated balance sheet describes the effects of the (a) receipt of the secured term loans, (b) the Series A, Series C and Series D Preferred Stock conversion to common stock and the Series B cancellation, (c) the conversion of stockholder notes to new Series A Preferred Stock and (d) the issuance of warrants covering common stock, as if the transactions had occurred at September 30, 2004:

			Actual		Pro Forma Adjustments			Pro Forma
ASSETS
Current Assets:
	Cash and cash equivalents		$	24,732	$	10,000	(a)	$	34,732
	Accounts receivable:
		Trade, net		280,314					280,314
		Other		4,166					4,166
	Deferred income taxes			507					507
	Prepaid expenses			12,248					12,248
	Other current assets			8,060					8,060
		Total current assets		330,027		10,000			340,027
Net property and equipment, at cost				44,817					44,817
Deferred income taxes				470					470
Goodwill and indefinite lived intangible assets				28,209					28,209
Restricted cash				8,806					8,806
Other assets				28,567					28,567
			$	440,896	$	10,000		$	450,896
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
	Accounts payable		$	221,642				$	221,642
	Accrued employee related expenses			27,407					27,407
	Income taxes payable			6,523					6,523
	Other current liabilities			39,791		(711)	(b)		39,080
	Current portion of long-term debt			24,900					24,900
		Total current liabilities		320,263		(711	)		319,552
Stockholder notes				25,781		(25,781)	(b)		0
Other long-term debt, less current portion				50,813		10,000	(a)		60,813
Employee benefit liabilities				32,054					32,054
Other noncurrent liabilities				8,437					8,437
Minority interests				5,710					5,710
	Total liabilities			443,058		(16,492	)		426,566

F-37

Commitments and contingencies
Redeemable Preferred Stock:
	Series A Preferred Stock, liquidation preference of $1,000 per share, 36,107 shares authorized and 36,100 shares issued and outstanding at September 30, 2004, no pro forma shares authorized, issued and outstanding			48,734			(48,734)	(c)		—
	Series B Preferred Stock, liquidation preference of $1,000 per share, 24,000 shares authorized, issued and outstanding at September 30, 2004, no pro forma shares authorized, issued and outstanding			34,080			(34,080)	(c)		—
	Series C Preferred Stock, initial liquidation preference of $1,000 per share, 35,000 shares authorized, issued and outstanding at September 30, 2004, no pro forma shares authorized, issued and outstanding			83,951			(83,951)	(c)		—
	Series D Preferred Stock, initial liquidation preference of $1,000 per share, 88,000 shares authorized and 73,000 shares issued and outstanding at September 30, 2004, no pro forma shares authorized, issued and outstanding			152,958			(152,958)	(c)		—
	New Series A Preferred Stock, liquidation preference of $1,000 per share, no shares authorized, issued and outstanding at September 30, 2004, 30,000 pro forma shares authorized and 26,492 pro forma shares issued and outstanding			—			26,492	(b)		26,492
		Total redeemable preferred stock		319,723			(293,231	)		26,492
Stockholders' Equity (Deficit):
	Common stock, $0.001 par value, 5,000,000 shares authorized and 99,964 shares issued and outstanding at September 30, 2004, 50,000,000 pro forma shares authorized and 10,000,310 pro forma shares issued and outstanding			—			10	(c)		10
	Additional paid-in capital			—			319,713	(c)		319,713
	Accumulated deficit			(315,461	)					(315,461	)
	Accumulated other comprehensive loss			(6,424	)					(6,424	)
		Total stockholders' equity (deficit)		(321,885	)		319,723			(2,162	)
			$	440,896		$	10,000		$	450,896

(a)

Reflects cash proceeds from the funding of the secured term loans and the related incremental indebtedness.

(b)

Reflects elimination of principal and accrued interest due to Questor in connection with the cancellation of the stockholder notes held by them and the issuance of the new Series A Preferred Stock as consideration for that cancellation.

(c)

Reflects conversion of Series A, Series C and Series D Preferred Stock to common stock and cancellation of the Series B Preferred Stock.

F-38

        The following unaudited pro forma condensed consolidated statements of operations describe the effects of the (a) receipt of the secured term loans, (b) the Series A, Series C and Series D Preferred Stock conversion to common stock and the Series B cancellation, (c) the conversion of stockholder notes to new Series A Preferred Stock and (d) the issuance of warrants covering common stock, as if the transactions had occurred as of January 1, 2003:

		Year Ended December 31, 2003
		Actual			Pro Forma Adjustments			Pro Forma
Revenues		$	1,375,361		$			$	1,375,361
Transportation and other direct costs			1,054,784						1,054,784
Net revenues			320,577						320,577
Selling, general and administrative expenses			314,526						314,526
Restructuring charges			10,702						10,702
Depreciation and amortization			9,962						9,962
Operating loss			(14,613	)					(14,613	)
Interest expense, net			5,921			893	(a)		6,814
Other expense, net			74						74
Loss before income taxes and minority interests			(20,608	)		(893	)		(21,501	)
Provision for income taxes			5,214						5,214
Minority interests			3,708						3,708
Net loss			(29,530	)		(893	)		(30,423	)
Preferred stock dividends/accretion			47,410			(43,171)	(b)		4,239
Net loss applicable to common shares		$	(76,940	)	$	42,278		$	(34,662	)
Basic net loss per common share		$	(769.68	)				$	(3.47	)
Diluted net loss per common share		$	(769.68	)				$	(3.47	)
Number of weighted-average shares used for per share calculations:
	Basic shares		99,964			9,900,346	(c)		10,000,310
	Diluted shares		99,964			9,900,346	(c)		10,000,310

(a)

Reflects $905 of additional interest expense on the secured term loans, which had a weighted-average interest rate as of December 31, 2004 of 9.05%, net of $12 of interest eliminated in connection with the exchange of the stockholder notes held by Questor for new Series A Preferred Stock.

(b)

Reflects $47,410 of eliminated preferred stock dividend accretion on Series A, B, C and D Preferred Stock, net of additional preferred stock accretion of $4,239 on the new Series A Preferred Stock, which bears an initial cumulative dividend rate of 16.0% and has an initial liquidation preference of $26,492.

(c)

Reflects the conversion of the existing Series A, Series C and Series D Preferred Stock into an aggregate of 9,900,346 shares of common stock.

        The Company has certain common stock options and warrants to purchase common stock that are not included in the calculation of pro forma diluted net loss per share because the effects are antidilutive. The stock options and warrants are described in Note 11.

F-39

		Nine Months Ended September 30, 2004
		Actual			Pro Forma Adjustments			Pro Forma
Revenues		$	1,135,510		$			$	1,135,510
Transportation and other direct costs			879,800						879,800
Net revenues			255,710						255,710
Selling, general and administrative expenses			241,028						241,028
Restructuring charges			2,348						2,348
Depreciation and amortization			7,054						7,054
Operating income			5,280						5,280
Interest expense, net			7,528			(2,263)	(a)		5,265
Other (income), net			(1,863	)					(1,863	)
(Loss) Income before income taxes and minority interests			(385	)		2,263			1,878
Provision for income taxes			3,869						3,869
Minority interests			2,172						2,172
Net loss			(6,426	)		2,263			(4,163	)
Preferred stock dividends/accretion			30,833			(27,654)	(b)		3,179
Net loss applicable to common shares		$	(37,259	)	$	29,917		$	(7,342	)
Basic net loss per common share		$	(372.72	)				$	(0.73	)
Diluted net loss per common share		$	(372.72	)				$	(0.73	)
Number of weighted-average shares used for per share calculations:
	Basic shares		99,964			9,900,348	(c)		10,000,310
	Diluted shares		99,964			9,900,348	(c)		10,000,310

(a)

Reflects three quarters, or approximately $679, of additional interest on the secured term loans, which had a weighted-average interest rate as of December 31, 2004 of 9.05%, net of three quarters, or approximately $2,942, of interest eliminated in connection with the exchange of the stockholder notes held by Questor for new Series A Preferred Stock.

(b)

Reflects $30,833 of eliminated preferred stock dividend accretion on Series A, B, C and D Preferred Stock, net of additional preferred stock accretion of $3,179 on the new Series A Preferred Stock, which bears an initial cumulative dividend rate of 16.0% and has an initial liquidation preference of $26,492.

(c)

Reflects the conversion of the existing Series A, Series C and Series D Preferred Stock into an aggregate of 9,900,346 shares of common stock.

        The Company has certain common stock options and warrants to purchase common stock that are not included in the calculation of pro forma diluted net loss per share because the effects are antidilutive. The stock options and warrants are described in Note 11.

F-40

GEOLOGISTICS CORPORATION

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Description		Balance at Beginning of Year		Charges to Costs and Expenses		Amounts Charged off (Net of Recoveries)			Other*			Balance at End of Year
Allowance for doubtful accounts
	Year ended December 31, 2001	$	15,987	$	4,389	$	(4,594	)	$	(738	)	$	15,044
	Year ended December 31, 2002		15,044		5,460		(4,677	)		1,221			17,048
	Year ended December 31, 2003		17,048		3,661		(4,877	)		1,546			17,378

*  Includes adjustments attributed to foreign exchange fluctuations.

S-1

Shares

Common Stock

PROSPECTUS

                        , 2005

Joint Book-Running Managers

Bear, Stearns & Co. Inc. Citigroup

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table sets forth the costs, other than estimated underwriting discounts and commissions, payable in connection with the sale of the common stock being registered. All amounts, except the SEC registration fee, The Nasdaq National Market listing fee and the NASD filing fee, are estimates.

Expenses		Amount
SEC registration fee		$	20,598
NASD filing fee			18,000
Nasdaq National Market listing fee			*
Printing and engraving expenses			*
Legal fees and expenses			*
Transfer agent and registrar fees			*
Accounting fees and expenses			*
Blue Sky fees and expenses			*
Miscellaneous			*
	Total	$	*

*

To be furnished by amendment.

Item 14.    Indemnification of Officers and Directors.

        Section 102 of the Delaware General Corporation Law allows a corporation to eliminate or limit the personal liability of its directors to the corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

        Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of a corporation under the same conditions against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense and settlement of such action or suit, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a present or former director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys' fees) that he or she actually and reasonably incurred in connection therewith.

II-1

        Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred in any such capacity, arising out of such person's status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145. All of our directors and officers are covered by insurance policies maintained by us against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.

        Our amended and restated certificate of incorporation provides that each of our directors will have no personal liability to us or to our stockholders for monetary damages for breach of a fiduciary duty as a director, except for liability:

•

for any breach of the director's duty of loyalty to us or our stockholders;



•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;



•

under Section 174 of the Delaware General Corporation Law; or



•

for any transaction from which the director derived any improper personal benefit.

        If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then, under our amended and restated certificate of incorporation, the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by law.

        Article VIII of our amended and restated certificate of incorporation provides that any person who was or is a party or a witness, or is threatened to be made a party or a witness, in any threatened, pending or completed action, suit or proceeding (including without limitation actions by or in the right of the corporation), whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director or officer of our company, or is or was serving, while a director or officer of our company, at our request as a director, officer, employee, agent, fiduciary or other representative of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity or enterprise, must be indemnified by us against all liabilities, expenses (including attorneys' fees), judgments, fines, excise taxes and amounts paid in settlement in connection with such action, suit or proceeding to the full extent not prohibited under Delaware law. Article VIII also provides that any person who is claiming indemnification under our amended and restated certificate of incorporation is automatically entitled to advances from us for the payment of expenses incurred by such person upon receipt of an undertaking by or on behalf of the person to repay such advances if it is ultimately determined that the person is not entitled to indemnification by us.

        In addition to these provisions in our amended and restated certificate of incorporation, we have entered into indemnification agreements with each of our executive officers and directors, a form of which will be filed as Exhibit 10.16 hereto. The indemnification agreements provide our directors and executive officers with further indemnification to the maximum extent not prohibited by the Delaware General Corporation Law.

        The form of Underwriting Agreement to be filed as Exhibit 1.1 hereto provides for indemnification by the underwriters of us and our officers and directors for certain liabilities, including matters arising under the Securities Act.

II-2

Item 15.    Recent Sales of Unregistered Securities.

        In the past three years, we have issued unregistered securities to a limited number of persons, as described below. None of these transactions involved any underwriters, underwriting discounts or commissions or any public offering, and we believe that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) or 4(2) thereof.

        In March 2002, we sold 10,000 shares of Series D Preferred Stock to Questor Partners for $10.0 million. The stock was sold pursuant to the exemption from registration provided by Section 4(2) of the Securities Act.

        In November 2002, we sold 10,000 shares of Series D Preferred Stock to Questor Partners for $10.0 million. The stock was sold pursuant to the exemption from registration provided by Section 4(2) of the Securities Act.

        In connection with the March 2002 and November 2002 sales of Series D Preferred Stock, we issued to Questor Partners an option to purchase 15,000 shares of our Series D Preferred Stock. The option was issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act.

        During 2002, we issued a stock option to purchase 9,000 shares of our common stock at an exercise price of $0.01 per share and a stock option to purchase 9,000 shares of our common stock at an exercise price of $86.00 per share to a former employee. The options were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. Following the Recapitalization Transactions, each of these options are exercisable for 900 shares of our common stock. The exercise prices of the options were also adjusted to $0.10 and $860.00 per share, respectively, as a result of the Recapitalization Transactions.

        During 2003, we sold 20,500 shares of Series D Preferred Stock to Questor Partners in a series of transactions for an aggregate purchase price of $20.5 million. The stock was sold pursuant to the exemption from registration provided by Section 4(2) of the Securities Act.

        In December 2004, we issued an aggregate of 9,900,346 shares of our common stock to certain holders of our then existing Series A, Series C and Series D Preferred Stock in exchange for their shares of such Preferred Stock. The common stock was issued pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act.

        In December 2004, we issued 26,491.635 shares of our new Series A Preferred Stock, which has an aggregate liquidation preference of approximately $26.5 million, to Questor Partners in exchange for approximately $26.5 million of debt and accrued interest owed by us to Questor Partners. The new Series A Preferred Stock was issued pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act.

II-3

Item 16.    Exhibits and Financial Statement Schedules.

(a)

Exhibits.

Exhibit No.	Description
1.1	Form of Underwriting Agreement.*
3.1	Restated Certificate of Incorporation of GeoLogistics Corporation.
3.2	Bylaws of GeoLogistics Corporation.
3.3	Form of Amended and Restated Certificate of Incorporation of GeoLogistics Corporation.*
3.4	Form of Bylaws of GeoLogistics Corporation.*
4.1	Specimen common stock certificate.*
4.2	Warrant to Purchase Common Stock, dated as of September 30, 1997, issued to Ronald Jackson.
4.3	Warrant to Purchase Common Stock, dated as of September 30, 1997, issued to Ronald Jackson.
4.4	Warrant to Purchase Common Stock, dated as of September 30, 1997, issued to Ronald Jackson.
4.5	Warrant to Purchase Common Stock, dated as of December 18, 1997, issued to Hera Ventures Limited.
4.6	Warrant to Purchase Common Stock, dated as of December 18, 1997, issued to Cotech Company, Inc.
4.7	Warrant to Purchase Common Stock, dated as of December 31, 1997, issued to Abe Ranish.
4.8	Form of Warrant to Purchase Common Stock, dated as of December 16, 2004.
4.9	Recapitalization Agreement dated December 16, 2004, by and between GeoLogistics Corporation, Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partner II 3(c)(1), L.P., TCW Special Credits Fund V — The Principal Fund, OCM Principal Opportunities Fund, L.P., William E. Simon & Sons, LLC, Logistical Simon, LLC, WESTINVEST, Inc., et al.*
4.10	Securityholders Agreement dated December 16, 2004 by and between GeoLogistics Corporation, Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partner II 3(c)(1), L.P., TCW Special Credits Fund V — The Principal Fund, OCM Principal Opportunities Fund, L.P., William E. Simon & Sons, LLC, Logistical Simon, LLC, WESTINVEST, Inc., et al*
4.11	Second Lien Facility Agreement, dated as of December 28, 2004, between GeoLogistics Limited, Citigroup Global Markets Inc., Bear, Stearns & Co. Inc., Citicorp North America, Inc. and Bear Stearns Corporate Lending, Inc.
4.12	Second Lien Credit Agreement, dated as of December 28, 2004, between GeoLogistics Corporation, Citicorp North America, Inc., Bear Stearns Corporate Lending, Inc., Citigroup Global Markets Inc., Bear, Stearns & Co. Inc. and the Lenders party thereto.
4.13	Amended and Restated Loan and Security Agreement dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., Airfreight Consolidators International, Inc. and LEP Fairs, Inc.

II-4

4.14	Amendment dated December 31, 2001 to Amended and Restated Loan and Security Agreement dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., Airfreight Consolidators International, Inc. and LEP Fairs, Inc.
4.15	Second Amendment to Amended and Restated Loan and Security Agreement and Waiver dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., Airfreight Consolidators International, Inc. and GeoLogistics Expo Services, LLC.
4.16	Third Amendment to Amended and Restated Loan and Security Agreement dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., Airfreight Consolidators International, Inc. and GeoLogistics Expo Services, LLC.
4.17	Fourth Amendment dated November 4, 2004 to Amended and Restated Loan and Security Agreement and Waiver dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., and GeoLogistics Expo Services, LLC.
4.18	Fifth Amendent to Amended and Restated Loan and Security Agreement dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc. and GeoLogistics Expo Services, LLC.
4.19	Amended and Restated Guaranty and Security Agreement dated November 7, 2001 by and between Congress Financial Corporation (Western) and GeoLogistics Corporation.
4.20	Amendment dated November 4, 2004 to Amended and Restated Guaranty and Security Agreement dated November 7, 2001 by and between Congress Financial Corporation (Western) and GeoLogistics Corporation.
4.21	Receivables Finance Facility dated March 31, 2000 between GeoLogistics Limited and Burdale Financial Limited.
4.22	Amendment dated March 28, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.23	Amendment dated April 4, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.24	Amendment dated April 9, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.25	Amendment dated June 28, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.26	Amendment dated November 7, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.27	Amendment dated August 2003, to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.28	Guarantee and Debenture dated March 31, 2000 between GeoLogistics Limited, ACI Inc. Limited, LEP Transport Limited, GeoLogistics Expo Services Limited and Burdale Financial Limited.

II-5

	Certain instruments defining the rights of holders of debt of the registrant have been omitted from this exhibit index because the amount of debt authorized under any such instrument does not exceed 10% of the total assets of the registrant and its subsidiaries. The registrant agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
5.1	Opinion of Drinker Biddle & Reath LLP.*
10.1	Employment Agreement by and between GeoLogistics Corporation and William J. Flynn, dated August 1, 2002.*
10.2	Employment Agreement by and between GeoLogistics Corporation and Karl Nutzinger, dated April 1, 2003.*
10.3	Employment Agreement by and between LEP International Worldwide Limited and Wolfgang Hollermann, dated June 25, 2002.*
10.4	GeoLogistics Corporation 2002 Equity Appreciation Rights Plan.*
10.5	GeoLogistics Corporation 2005 Equity Incentive Plan.*
10.6	Management Services Agreement dated as of November 7, 2001 by and between GeoLogistics Corporation and Questor Management Company, LLC.*
10.7	Amendment dated December 16, 2004 to Management Services Agreement dated as of November 7, 2001 by and between GeoLogistics Corporation and Questor Management Company, LLC.*
10.8	Executive Management Agreement dated November 7, 2001 by and between GeoLogistics Corporation and Triton Partners (Restructuring) LLC.*
10.9	Amendment dated December 16, 2004 to Executive Management Agreement dated November 7, 2001 by and between GeoLogistics Corporation and Triton Partners (Restructuring) LLC.*
10.10	Executive Management Agreement dated as of October 31, 1996 by and between GeoLogistics Corporation and William E. Simon & Sons, L.L.C.*
10.11	Amendment dated November 7, 2001 to Executive Management Agreement dated as of October 31, 1996 by and between GeoLogistics Corporation and William E. Simon & Sons, L.L.C.*
10.12	Amendment dated December 16, 2004 to Executive Management Agreement dated as of October 31, 1996 by and between GeoLogistics Corporation and William E. Simon & Sons, L.L.C.*
10.13	Executive Management Agreement dated November 1, 1997 by and between GeoLogistics Corporation and TCW Special Credits Fund V — The Principal Fund and Oaktree Capital Management, LLC.*
10.14	Amendment dated November 7, 2001 to Executive Management Agreement dated November 1, 1997 by and between GeoLogistics Corporation and TCW Special Credits Fund V—The Principal Fund and Oaktree Capital Management, LLC.*
10.15	Amendment dated December 16, 2004 to Executive Management Agreement dated November 1, 1997 by and between GeoLogistics Corporation and TCW Special Credits Fund V—The Principal Fund and Oaktree Capital Management, LLC.*

II-6

10.16	Form of Director Indemnification Agreement.*
21.1	Subsidiaries of GeoLogistics Corporation.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.1).*
24.1	Power of Attorney (included on signature page).

*

To be filed by amendment.

(b)

Financial Statement Schedules.

        All schedules have been omitted because they are either inapplicable or the required information has been given in the consolidated financial statements or accompanying notes.

Item 17.    Undertakings.

        The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Ana, California on January 18, 2005.

GEOLOGISTICS CORPORATION
/s/  WILLIAM J. FLYNN
Name:	William J. Flynn
Title:	President and Chief Executive Officer

Power of Attorney

        KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of GeoLogistics Corporation hereby severally constitutes and appoints William J. Flynn and Stephen P. Bishop, and each of them, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-1 (including post-effective amendments) and any subsequent registration statement filed by GeoLogistics Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact, or any substitute, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. FLYNN William J. Flynn	President, Chief Executive Officer and Director	January 18, 2005
/s/  STEPHEN P. BISHOP Stephen P. Bishop	Executive Vice President and Chief Financial Officer	January 18, 2005
/s/  ROBERT D. DENIOUS Robert D. Denious	Director	January 18, 2005
/s/  MALCOLM T. HOPKINS Malcolm Hopkins	Director	January 18, 2005

II-8

/s/  JOHN A. JANITZ John A. Janitz	Director	January 18, 2005
/s/  MICHAEL D. MADDEN Michael D. Madden	Director	January 18, 2005
/s/  KEVIN PROKOP Kevin Prokop	Director	January 18, 2005
/s/  DOMINICK J. SCHIANO Dominick J. Schiano	Director	January 18, 2005

II-9

Exhibit Index

Exhibit No.	Description
1.1	Form of Underwriting Agreement.*
3.1	Restated Certificate of Incorporation of GeoLogistics Corporation.
3.2	Bylaws of GeoLogistics Corporation.
3.3	Form of Amended and Restated Certificate of Incorporation of GeoLogistics Corporation.*
3.4	Form of Bylaws of GeoLogistics Corporation.*
4.1	Specimen common stock certificate.*
4.2	Warrant to Purchase Common Stock, dated as of September 30, 1997, issued to Ronald Jackson.
4.3	Warrant to Purchase Common Stock, dated as of September 30, 1997, issued to Ronald Jackson.
4.4	Warrant to Purchase Common Stock, dated as of September 30, 1997, issued to Ronald Jackson.
4.5	Warrant to Purchase Common Stock, dated as of December 18, 1997, issued to Hera Ventures Limited.
4.6	Warrant to Purchase Common Stock, dated as of December 18, 1997, issued to Cotech Company, Inc.
4.7	Warrant to Purchase Common Stock, dated as of December 31, 1997, issued to Abe Ranish.
4.8	Form of Warrant to Purchase Common Stock, dated as of December 16, 2004.
4.9	Recapitalization Agreement dated December 16, 2004, by and between GeoLogistics Corporation, Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partner II 3(c)(1), L.P., TCW Special Credits Fund V — The Principal Fund, OCM Principal Opportunities Fund, L.P., William E. Simon & Sons, LLC, Logistical Simon, LLC, WESTINVEST, Inc., et al.*
4.10	Securityholders Agreement dated December 16, 2004 by and between GeoLogistics Corporation, Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partner II 3(c)(1), L.P., TCW Special Credits Fund V — The Principal Fund, OCM Principal Opportunities Fund, L.P., William E. Simon & Sons, LLC, Logistical Simon, LLC, WESTINVEST, Inc., et al*
4.11	Second Lien Facility Agreement, dated as of December 28, 2004, between GeoLogistics Limited, Citigroup Global Markets Inc., Bear, Stearns & Co. Inc., Citicorp North America, Inc. and Bear Stearns Corporate Lending, Inc.
4.12	Second Lien Credit Agreement, dated as of December 28, 2004, between GeoLogistics Corporation, Citicorp North America, Inc., Bear Stearns Corporate Lending, Inc., Citigroup Global Markets Inc., Bear, Stearns & Co. Inc. and the Lenders party thereto.
4.13	Amended and Restated Loan and Security Agreement dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., Airfreight Consolidators International, Inc. and LEP Fairs, Inc.
4.14	Amendment dated December 31, 2001 to Amended and Restated Loan and Security Agreement dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., Airfreight Consolidators International, Inc. and LEP Fairs, Inc.

4.15	Second Amendment to Amended and Restated Loan and Security Agreement and Waiver dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., Airfreight Consolidators International, Inc. and GeoLogistics Expo Services, LLC.
4.16	Third Amendment to Amended and Restated Loan and Security Agreement dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., Airfreight Consolidators International, Inc. and GeoLogistics Expo Services, LLC.
4.17	Fourth Amendment dated November 4, 2004 to Amended and Restated Loan and Security Agreement and Waiver dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc., and GeoLogistics Expo Services, LLC.
4.18	Fifth Amendent to Amended and Restated Loan and Security Agreement dated November 7, 2001 by and among Congress Financial Corporation (Western) and Matrix International Logistics, Inc., GeoLogistics Americas Inc. and GeoLogistics Expo Services, LLC.
4.19	Amended and Restated Guaranty and Security Agreement dated November 7, 2001 by and between Congress Financial Corporation (Western) and GeoLogistics Corporation.
4.20	Amendment dated November 4, 2004 to Amended and Restated Guaranty and Security Agreement dated November 7, 2001 by and between Congress Financial Corporation (Western) and GeoLogistics Corporation.
4.21	Receivables Finance Facility dated March 31, 2000 between GeoLogistics Limited and Burdale Financial Limited.
4.22	Amendment dated March 28, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.23	Amendment dated April 4, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.24	Amendment dated April 9, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.25	Amendment dated June 28, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.26	Amendment dated November 7, 2001 to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.27	Amendment dated August 2003, to Receivables Finance Facility between GeoLogistics Limited and Burdale Financial Limited.
4.28	Guarantee and Debenture dated March 31, 2000 between GeoLogistics Limited, ACI Inc. Limited, LEP Transport Limited, GeoLogistics Expo Services Limited and Burdale Financial Limited.
	Certain instruments defining the rights of holders of debt of the registrant have been omitted from this exhibit index because the amount of debt authorized under any such instrument does not exceed 10% of the total assets of the registrant and its subsidiaries. The registrant agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
5.1	Opinion of Drinker Biddle & Reath LLP.*

10.1	Employment Agreement by and between GeoLogistics Corporation and William J. Flynn, dated August 1, 2002.*
10.2	Employment Agreement by and between GeoLogistics Corporation and Karl Nutzinger, dated April 1, 2003.*
10.3	Employment Agreement by and between LEP International Worldwide Limited and Wolfgang Hollermann, dated June 25, 2002.*
10.4	GeoLogistics Corporation 2002 Equity Appreciation Rights Plan.*
10.5	GeoLogistics Corporation 2005 Equity Incentive Plan.*
10.6	Management Services Agreement dated as of November 7, 2001 by and between GeoLogistics Corporation and Questor Management Company, LLC.*
10.7	Amendment dated December 16, 2004 to Management Services Agreement dated as of November 7, 2001 by and between GeoLogistics Corporation and Questor Management Company, LLC.*
10.8	Executive Management Agreement dated November 7, 2001 by and between GeoLogistics Corporation and Triton Partners (Restructuring) LLC.*
10.9	Amendment dated December 16, 2004 to Executive Management Agreement dated November 7, 2001 by and between GeoLogistics Corporation and Triton Partners (Restructuring) LLC.*
10.10	Executive Management Agreement dated as of October 31, 1996 by and between GeoLogistics Corporation and William E. Simon & Sons, L.L.C.*
10.11	Amendment dated November 7, 2001 to Executive Management Agreement dated as of October 31, 1996 by and between GeoLogistics Corporation and William E. Simon & Sons, L.L.C.*
10.12	Amendment dated December 16, 2004 to Executive Management Agreement dated as of October 31, 1996 by and between GeoLogistics Corporation and William E. Simon & Sons, L.L.C.*
10.13	Executive Management Agreement dated November 1, 1997 by and between GeoLogistics Corporation and TCW Special Credits Fund V — The Principal Fund and Oaktree Capital Management, LLC.*
10.14	Amendment dated November 7, 2001 to Executive Management Agreement dated November 1, 1997 by and between GeoLogistics Corporation and TCW Special Credits Fund V—The Principal Fund and Oaktree Capital Management, LLC.*
10.15	Amendment dated December 16, 2004 to Executive Management Agreement dated November 1, 1997 by and between GeoLogistics Corporation and TCW Special Credits Fund V—The Principal Fund and Oaktree Capital Management, LLC.*
10.16	Form of Director Indemnification Agreement.*
21.1	Subsidiaries of GeoLogistics Corporation.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.1).*
24.1	Power of Attorney (included on signature page).

*

To be filed by amendment.

QuickLinks

GeoLogistics Corporation Map of Locations
TABLE OF CONTENTS
PROSPECTUS SUMMARY
The Offering
Summary Consolidated Financial Data
RISK FACTORS
Risks Related to Our Business and Industry
Risks Related to this Offering and Ownership of Our Common Stock
FORWARD-LOOKING STATEMENTS
RECENT DEVELOPMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
Unaudited Pro Forma Condensed Consolidated Balance Sheet As of September 30, 2004 (in thousands, except share data)
Unaudited Pro Forma Condensed Consolidated Statement of Operations Year Ended December 31, 2003 (in thousands, except share data)
Unaudited Pro Forma Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2004 (in thousands, except share data)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OUR INDUSTRY
BUSINESS
Distribution of Net Revenue by Trade Lane — Air and Ocean⁽¹⁾
Net Revenue by Geographic Region
Net Revenue by Industry
MANAGEMENT
Summary Compensation Table
Long-Term Incentive Plans—Awards in Last Fiscal Year
PRINCIPAL AND SELLING STOCKHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CAPITAL STOCK
SHARES ELIGIBLE FOR FUTURE SALE
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
GEOLOGISTICS CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
GEOLOGISTICS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data)
GEOLOGISTICS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
GEOLOGISTICS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Information as of and for the nine month periods ended September 30, 2003 and 2004 is unaudited) (in thousands, except share and per share data)
GEOLOGISTICS CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Power of Attorney
Exhibit Index

EX-3.1

Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

GEOLOGISTICS CORPORATION

(Originally incorporated on February 14, 1996)

GeoLogistics Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

That (i) the name of this corporation when originally incorporated was International Logistics Limited and the name of this corporation is currently GeoLogistics Corporation (hereinafter called the “Corporation”); (ii) the filing of this Restated Certificate of Incorporation (this “Restated Certificate”) was duly adopted in accordance with Section 245 of the General Corporation Law of the State of Delaware; and (iii) this Restated Certificate restates and integrates and does not further amend the provisions of the Corporation’s original Certificate of Incorporation as theretofore amended or supplemented, and there is no discrepancy between those provisions and the provisions of this Restated Certificate.

The Certificate of Incorporation as filed with the Delaware Secretary of State on February 14, 1996, as restated and amended to date, is hereby restated in its entirety as follows:

ARTICLE I

The name of the Corporation is:  GeoLogistics Corporation (hereinafter referred to as the “Corporation”).

ARTICLE II

The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware.  The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

A.            GENERAL.  The total number of shares of capital stock that the Corporation shall have the authority to issue shall be 50,200,000 shares, consisting of 50,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”), and 200,000 shares of preferred stock, $0.001 par value per share (the “Preferred Stock”).

B.            COMMON STOCK.

1.             General.  The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock.

2.             Voting.  The holders of Common Stock shall have the right to one vote per share of Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the terms of the Bylaws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law and this Certificate.

3.             Dividends.  Subject to the prior rights of holders of Preferred Stock, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors of the Corporation or any authorized committee thereof (such Board of Directors or committee thereof being referred to herein as the “Board”), out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board.

4.             Liquidation.  Upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be distributed in accordance with Section 2 of Article IV, Section D.

                C.            PREFERRED STOCK.

1.             General.  The shares of Preferred Stock may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not canceled of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized, and with distinctive serial designations, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of such shares of Preferred Stock from time to time adopted by the Board pursuant to authority which is hereby vested in the Board.

2.             Rights.  Each series of shares of Preferred Stock (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (e) may be made convertible into or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of shares of the Corporation at such price or prices or at such rates of exchange and with such adjustments; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any of its subsidiaries, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any of its subsidiaries of, any outstanding shares of the Corporation; and (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions

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thereof; all as shall be stated in said resolution or resolutions providing for the issue of such shares of Preferred Stock and all as shall be permitted pursuant to the rights, if any, of the existing holders of Preferred Stock.

3.             Effect of Redemption, Conversion or Exchange.  Shares of Preferred Stock of any series that (a) have been redeemed (whether through the operation of a sinking fund or otherwise), (b) if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes, or (c) have been acquired by the Corporation and that the Board shall have determined to cancel, shall (as determined by the Board) have the status of authorized and unissued shares of Preferred Stock of the same series, in which case they may be reissued as a part of the series of which they were originally a part, or the status of authorized and unissued shares of Preferred Stock undesignated as to Series, in which case they may be reclassified and reissued as part of a new series of shares of Preferred Stock to be created by resolution or resolutions of the Board or as part of any other series of shares of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of shares of Preferred Stock and the rights, if any, of the existing holders of Preferred Stock.

D.            SERIES A PREFERRED STOCK.  30,000 authorized shares of Preferred Stock shall be designated as “Series A Preferred Stock” (“Series A Preferred Stock”).  The powers, preferences, rights, restrictions of, and other matters relating to, the Series A Preferred Stock are as set forth herein.  Unless otherwise defined below, capitalized terms below shall have the meanings set forth in Section 6 of Article IV, Section D.

1.             Dividends.  The holders of the Series A Preferred Stock shall be entitled to receive, as and when declared by the Board, out of funds legally available therefor, and subject to the rights of the holders of any class or series of the Corporation’s capital stock ranking senior to the Series A Preferred Stock in respect to the payment of dividends, a cumulative cash dividend at the following rate per share per annum (as adjusted for any stock dividends, combinations or splits): (a) from the Original Issue Date until (but not including) January 15, 2005, 16 percent of the Liquidation Preference, (b) from January 15, 2005 until (but not including) January 15, 2006, 18 percent of the Liquidation Preference and (c) thereafter, 20 percent of the Liquidation Preference (each a “Dividend Rate”).  In each case, a dividend at the rate of 12 percent of the Liquidation Preference per year (the “Cash Pay Dividend”) shall be payable in cash on the 15^th day of each January, April, July and October (each a “Dividend Payment Date”).  The sum of (x) that portion of the quarterly dividend in excess of the Cash Pay Dividend, and (y) any  portion of the Cash Pay Dividend not declared by the Board and paid on the Dividend Payment Date, shall bear interest in arrears from each Dividend Payment Date at the Dividend Rate applicable from time to time and, to the extent not paid, shall compound on each subsequent Dividend Payment Date.  The Board may from time to time determine to declare and pay any or all accumulated and unpaid Cash Pay Dividend not previously paid, together with interest thereon, but shall not pay any accumulated and unpaid dividends in excess of the Cash Pay Dividend or any interest thereon except in accordance with Section 2 and Section 3 of this Section D.

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2.             Liquidation Preference.

(a)           In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution of assets shall be made to the holders of Common Stock or any other class or series of the Corporation’s capital stock ranking on liquidation junior to the Series A Preferred Stock, but subject to the rights of holders of any class or series of the Corporation’s capital stock ranking on liquidation senior to the Series A Preferred Stock, the holders of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount equal to the sum of $1,000 per share of Series A Preferred Stock (as adjusted for any stock dividends, combinations or splits) (the “Liquidation Preference”) plus all accumulated and unpaid dividends on such share and all accrued and unpaid interest on accumulated and unpaid dividends (compounded as provided above).  If upon the occurrence of any of the events described herein, the assets and funds to be distributed among the holders of the Series A Preferred Stock and all Parity Stock shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among such holders in proportion to the aggregate preferential amount that each holder shall otherwise be entitled to receive.

(b)           After the payments set forth in Section 2(a) above shall have been made in full, the remaining assets of the Corporation available for distribution to its stockholders may be distributed to the holders of stock ranking on liquidation junior to the Series A Preferred Stock.

(c)           Written notice of such liquidation, dissolution or winding up, stating a payment date, the amount of the Liquidation Preference and the place at which said payments shall be payable shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier, not less than ten days prior to the payment date stated therein, to the holders of record of shares of Series A Preferred Stock at the address of each such holder as shown on the records of the Corporation.

3.             Redemption Rights.

(a)           Redemption at the Option of the Holders.

(i)            At any time on or after the earlier to occur of either: (a) January 15, 2007, (b) the closing of a Qualifying IPO, or (c) the closing of a Qualifying Sale, the holders of outstanding shares of Series A Preferred Stock shall have the option to cause the Corporation to redeem all the shares of Series A Preferred Stock held by such holders.  Such option may be exercised by delivering to the Corporation a written notice requesting such redemption (a “Holder Redemption Notice”), and the Corporation shall, subject to the priority provisions of Section 3(a)(iv) below, redeem all shares of Series A Preferred Stock requested to be redeemed pursuant to this Section 3(a)(i) and Section 3(a)(ii) below for a cash purchase price per share (the “Redemption Price”) equal to (w) the Liquidation Preference, plus (x) all accumulated and unpaid dividends on such share, plus (y) all accrued and unpaid interest on accumulated and unpaid dividends (compounded as provided above) plus (z) the sum of $250,000 divided by the number of shares of Series A Preferred Stock originally issued, payable

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not more than 30 days after the date of the Holder Redemption Notice (the “Holder Redemption Date”).  The Holder Redemption Notice shall be irrevocable.

(ii)           Promptly upon receipt of a Holder Redemption Notice pursuant to Section 3(a)(i) above, but in any event, no later than ten days thereafter, the Corporation shall cause written notice relating to the receipt thereof to be furnished to the holders of Series A Preferred Stock (the “Invitation to Holder Redemption”).  Each such Invitation to Holder Redemption shall state (i) the Holder Redemption Date, (ii) the applicable Redemption Price to be paid on such Holder Redemption Date, (iii) the place or places where certificates for the shares to be redeemed on the Holder Redemption Date shall be surrendered, and (iv) that dividends on the shares then being redeemed will cease to accumulate, and interest on such unpaid dividends (including compound interest as provided above) shall cease to accrue, on the Holder Redemption Date.  Holders of Series A Preferred Stock not signatories to the Holder Redemption Notice(s) shall have the right, but shall not be required, to give a Holder Redemption Notice; provided, that, such Holder Redemption Notices must be given no later than ten days following the date of the Invitation to Holder Redemption, and in such event, the shares of Series A Preferred Stock set forth in such Holder Redemption Notices shall be redeemed on the same Holder Redemption Date set forth in the Invitation to Holder Redemption pursuant to which such Holder Redemption Notices shall have been delivered.

(iii)          On the Holder Redemption Date, each holder of shares of Series A Preferred Stock shall surrender to the Corporation at the place or places designated in the Holder Redemption Notice the certificate(s) representing such number of such holder’s shares as are being redeemed, duly endorsed for transfer to the Corporation or in blank, against delivery by the Corporation of payment in cash of the aggregate Redemption Price.  The Corporation shall not be obligated to deliver such Redemption Price for the redeemed shares of Series A Preferred Stock until the holder thereof has surrendered the certificate(s) representing such shares in accordance with this Section 3(a) (or has complied with the requirements of Section 5 of Article IV, Section D).

(iv)          If the funds of the Corporation legally available for redemption of any shares of Series A Preferred Stock or, if applicable, any Parity Stock, shall be insufficient to redeem the total number of shares of such stock that the holders thereof shall have the right to have the Corporation so redeem, those funds that are legally available shall be used first to redeem the maximum number of shares of such stock, pro rata based upon the number of such shares then so required to be redeemed.  At any time thereafter when additional funds of the Corporation shall be legally available for the redemption of shares of Series A Preferred Stock and any Parity Stock, such funds shall immediately be used to redeem the balance of such shares, or such portion thereof for which funds shall be then legally available, with such funds paid on the basis set forth above.

(b)           Redemption at the Option of the Corporation.

(i)            The Corporation shall have the right to redeem, out of funds legally available therefor, any or all of the shares of Series A Preferred Stock (provided that if a redemption is for less than all of the shares of Series A Preferred Stock, then it shall be effected pro rata among all holders of shares of Series A Preferred Stock in accordance with the

5

number of such shares held by each) at any time and from time to time.  Such option may be exercised by delivering to each holder of shares of Series A Preferred Stock a written notice of such redemption (the “Corporation Redemption Notice”) setting forth (i) the aggregate number of shares of Series A Preferred Stock to be redeemed and, if less than all shares of Series A Preferred Stock are being redeemed, the number of shares of Series A Preferred Stock to be redeemed from such holder, (ii) the date that such shares shall be redeemed, such date being no earlier than the 15^th day and no later than the 60^th day following the date of the Corporation Redemption Notice (the “Corporation Redemption Date”), (iii) the applicable Redemption Price to be paid on such Corporation Redemption Date, (iv) the place or places where certificates for the shares to be redeemed on the Corporation Redemption Date shall be surrendered, and (v) that dividends on the shares then being redeemed will cease to accumulate, and interest on such unpaid dividends (including compound interest as provided above) shall cease to accrue, on the Corporation Redemption Date, and the Corporation shall redeem all shares of Series A Preferred Stock included in such Corporation Redemption Notice for a purchase price per share equal to the Redemption Price. Notwithstanding the foregoing, if the Corporation issues a Corporation Redemption Notice that provides that such redemption shall occur contemporaneously with the closing of a Qualifying Sale or a Qualifying IPO, such redemption may, at the option of the Company, be subject to and conditioned upon the completion of such closing, so that if such closing does not occur on the date set forth in such notice, such redemption may be deferred until such closing  or revoked.

(ii)           On the Corporation Redemption Date, each holder of shares of Series A Preferred Stock shall surrender to the Corporation at the place or places designated in the Corporation Redemption Notice the certificate(s) representing such number of such holder’s shares as are being redeemed, duly endorsed for transfer to the Corporation or in blank, against delivery by the Corporation of payment in cash of the aggregate Redemption Price therefor and, if less than all of the shares of Series A Preferred Stock are being redeemed, a new certificate representing the balance of such holder’s shares of Series A Preferred Stock.  The Corporation shall not be obligated to deliver such Redemption Price for the redeemed shares of Series A Preferred Stock until the holder thereof has surrendered the certificate(s) representing such shares in accordance with this Section 3(b) (or has complied with the requirements of Section 5 of Article IV, Section D).

(c)           Effect of Redemption.  From and after any Holder Redemption Date or Corporation Redemption Date dividends on the shares of the Series A Preferred Stock so redeemed shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall have the status of authorized but unissued shares of Preferred Stock, undesignated as to series, and shall not be reissued as shares of Series A Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation with respect to said shares (except the right to receive from the Corporation the Redemption Price) shall cease.

4.             Voting Rights.

(a)           Except as (i) provided in the Securityholders Agreement, (ii) required by the DGCL, or (iii) as provided in this Section 4, the holders of shares of Series A Preferred Stock shall have no voting power whatsoever.

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(b)           The Corporation shall not, and shall not permit any of its subsidiaries to, take any of the following actions, directly or indirectly, without the prior written consent of the holders of at least two thirds of the shares of the Series A Preferred Stock:

(i)            amend, modify, or alter this Certificate if the effect would be (a) to change in any manner the rights, preferences or privileges of the Series A Preferred Stock, or (b) detrimental or adverse in any manner with respect to the rights of the holders of the shares of Series A Preferred Stock, whether any such action shall be by means of an amendment to this Certificate or by merger, consolidation or otherwise; or

(ii)           (a) create or authorize the creation of any additional class or series of capital stock of the Corporation, (b) increase the authorized amount of any additional class or series of capital stock, or (c) create or authorize any obligation or security convertible into shares of Series A Preferred Stock or into shares of any other class or series of stock, unless, in all cases, the same shall rank junior to the Series A Preferred Stock in all respects, including, without limitation, as to rights of redemption, voting and dividends, and as to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, whether any such creation, authorization or increase shall be by means of an amendment to this Certificate or by merger, consolidation or otherwise.

5.             Replacement.  Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series A Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Series A Preferred Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the shares of Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

6.             Definitions.  As used in this Certificate, the following terms shall have the meanings set forth below:

(a)           “Affiliate” means with respect to any Person, any (i) officer, director, general partner, or holder of more than 10% of the equity interests of such Person, and (ii) any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. A Person is deemed to control another person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise.

(b)           “Corporation Redemption Date” shall have the meaning provided in Section 3(b)(i) of Article IV, Section D.

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(c)           “Corporation Redemption Notice” shall have the meaning provided in Section 3(b)(i) of Article IV, Section D.

(d)           “Dividend Rate” shall have the meaning provided in Section 1 of Article IV, Section D.

(e)           “Holder Redemption Date” shall have the meaning provided in Section 3(a)(i) of Article IV, Section D.

(f)            “Holder Redemption Notice” shall have the meaning provided in Section 3(a)(i) of Article IV, Section D.

(g)           “Initial Public Offering” shall mean an initial public offering of shares of Common Stock registered under the Securities Act of 1933, as amended.

(h)           “Invitation to Holder Redemption” shall have the meaning provided in Section 3(a)(ii) of Article IV, Section D.

(i)            “Liquidation Preference” shall have the meaning provided in Section 2 of Article IV, Section D.

(j)            “Parity Stock” shall mean any class or series of capital stock of the Corporation hereafter created (subject to the consents required by Section 4 of Article IV, Section D) specifically ranking, by its terms, on parity with the Series A Preferred Stock.

(k)           “Person” shall mean any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

(k)           “Qualifying IPO” means the closing of a firm commitment underwritten initial public offering of the Common Stock of the Corporation resulting in at least $75,000,000 of net proceeds to the Corporation that is effected pursuant to a registration statement on Form S-1, or any successor form covering a public offering of securities of the Corporation, filed with, and declared effective by, the Securities and Exchange Commission,  underwritten by a nationally recognized investment bank, as a result of which the Common Stock of the Corporation is listed for trading on a National Securities Exchange or quoted on the NASDAQ Stock Market.

(l)            “Qualifying Sale” means (i)  a sale by the Corporation or its subsidiaries of all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole, to one or more Third Parties; or (ii) the issuance by the Corporation of its capital stock to one or more Third Parties, or the sale or other disposition (including, but not limited to, by merger, reorganization or consolidation) of capital stock of the Corporation by the holders thereof, unless,  in either case, after giving effect to such transaction, (y) Questor holds (i) more than 25% of the Common Stock held by Questor immediately prior to such transaction, or (ii) securities of a successor by merger which represent more than 25% of the voting power to elect

8

the board of directors of such successor, or (z) persons designated by Questor constitute more than 25% of the Board or any successor board of directors or governing body.

(m)          “Questor” shall mean, collectively, Questor Partners Fund II, L.P. , Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II 3(c) 1, L.P. and any of their respective Affiliates.

(n)           “Original Issue Date” shall mean the date on which shares of Series A Preferred Stock shall have been initially issued by the Corporation.

(o)           “Redemption Price” shall have the meaning provided in Section 3(a)(i) of Article IV, Section D.

(p)           “Securityholders Agreement” shall mean the Securityholders Agreement, dated as of December 16, 2004, among the Corporation and certain stockholders a party thereto.

(q)           “Third Party” shall mean, as applicable, an Person other than Questor.

ARTICLE V

In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

ARTICLE VI

If an investment opportunity for the Corporation is presented to the Board and such investment opportunity is not approved within a reasonable time by the Board in accordance with the terms and provisions of the Bylaws, then any non-employee stockholder or director of the Corporation may pursue, either alone or in concert with other parties, such investment opportunity independently of the Corporation and shall be permitted to manage such investment without regard to the potential impact, competitive or otherwise, on the Corporation, and such stockholder or director shall have no liability to the Corporation or its stockholders for such actions or any actions in connection therewith, including sharing trade secrets or other confidential information.

ARTICLE VII

Subject to Article VI, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.  If the Delaware General Corporation Law is amended after the date of the filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of

9

directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.  No repeal or modification of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such repeal or modification.

ARTICLE VIII

To the fullest extent authorized by law, the Board of the Corporation, acting on behalf of the Corporation, shall indemnify or advance costs of defense, or commit the Corporation to indemnify or advance costs of defense in the future, to any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, partner, trustee, agent or employee, or fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.  This Article VIII shall not be deemed exclusive of any other provision for indemnification of directors, officers fiduciaries, employees or agents that may be included in any statute, bylaw, resolution of shareholders or directors, agreement or otherwise, either as to action in any official capacity or action in another capacity while holding office.

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, for the purpose of restating the Certificate of Incorporation of the Corporation as aforesaid signed this Restated Certificate this 14th day of January, 2005.

GEOLOGISTICS CORPORATION

a Delaware corporation

By:	/s/ Ronald  Jackson
	Name: Ronald  Jackson
	Title: Vice  President

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EX-3.2

Exhibit 3.2

BYLAWS

of

GEOLOGISTICS CORPORATION

(A Delaware Corporation)

ARTICLE 1

OFFICES

Section 1.01Offices.  The Corporation may have offices at such places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

Section 2.01Place of Meeting. Meetings of the stockholders shall be held at such place, within the State of Delaware or elsewhere, as may be fixed from time to time by the Board of Directors.  If no place is so fixed for a meeting, it shall be held at the Corporation’s then principal executive office.

Section 2.02Annual Meeting.  Except as otherwise provided in Section 2.08, the annual meeting of stockholders of the Corporation shall be held at such time and date as the Board of Directors, the Chairman of the Board, if any, or the President may from time to time determine.

The annual meeting in each year shall be held at such place within or without the State of Delaware as may be fixed by the Board of Directors, or if not so fixed, at 12:00 P.M., local time, at the principal executive offices of the Corporation.

Section 2.03Notice of Annual Meetings.  Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than 10 days nor more than 60 days before the date of the meeting.

Section 2.04List of Stockholders.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be so specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.05Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board, if any, or the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.06Notice of Special Meetings.  Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than 10 days nor more than 60 days before the date of the meeting.

Section 2.07Quorum; Voting.  The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  When a quorum is present at any meeting, except for elections of directors, which shall be decided by plurality vote, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.  Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no shares shall be voted pursuant to a proxy more than three years after the date of the proxy unless the proxy provides for a longer period.

Section 2.08Action Without a Meeting.  Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  Every written consent shall bear the date of signature of each stockholder who signs the

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consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days after the earliest dated consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of stockholders to take action are delivered in the manner required by this Section to the Corporation.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation.

ARTICLE 3

DIRECTORS

Section 3.01Number and Term of Office.  The number of directors of the Corporation shall be such number as shall be designated from time to time by resolution of the Board of Directors and initially shall be seven.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.02 hereof.  Each director elected shall hold office for a term of one year and shall serve until his successor is elected and qualified or until his earlier death, resignation or removal.  Directors need not be stockholders.

Section 3.02Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10 percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.03Resignations.  Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, the President, or the Secretary.  Such resignation shall take effect at the time of receipt thereof or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.04Direction of Management.  The business of the Corporation shall be managed under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

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Section 3.05Place of Meetings.  The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 3.06Annual Meeting.  Immediately after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers, and the transaction of other business, at the place where such election of directors was held or, if notice of such meeting is given, at the place specified in such notice.  Notice of such meeting need not be given.  In the absence of a quorum at said meeting, the same may be held at any other time and place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by the directors, if any, not attending and participating in the meeting.

Section 3.07Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 3.08Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, or the President on two days’ notice to each director; either personally (including telephone), or in the manner specified any is one, or the President or the Secretary in like manner and on like notice on the written request of two directors.

Section 3.09Quorum; Voting.  At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business; and at all meetings of any committee of the Board, a majority of the members of such committee shall constitute a quorum for the transaction of business.  The act of a majority of the directors present at any meeting of the Board of Directors or any committee thereof at which there is a quorum present shall be the act of the Board of Directors or such committee, as the case may be, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors or committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.10Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11Participation in Meetings.  One or more directors may participate in any meeting of the Board or committee thereof by means of conference telephone or similar communications equipment by which all persons participating can hear each other.

Section 3.12Committees of Directors.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board may designate one or more directors as alternate members of any

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committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all of the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the Corporation.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.  Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when requested.

Section 3.13Compensation of Directors.  Each director shall be entitled to receive such compensation, if any, as may from time to time be fixed by the Board of Directors.  Members of special or standing committees may be allowed like compensation for attending committee meetings.  Directors may also be reimbursed by the Corporation for all reasonable expenses incurred in traveling to and from the place of each meeting of the Board or of any such committee or otherwise incurred in the performance of their duties as directors.  No payment referred to herein shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE 4

NOTICES

Section 4.01Notices.  Whenever, under the provisions of law or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, such requirement shall not be construed to necessitate personal notice.  Such notice may in every instance be effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper, or by dispatching a prepaid telegram, cable, telecopy or telex or by delivering a writing in a sealed wrapper prepaid to a courier service guaranteeing delivery within 2 business days, in each case addressed to such director or stockholder, at his address as it appears on the records of the Corporation in the case of a stockholder and at his business address (unless he shall have filed a written request with the Secretary that notices be directed to a different address) in the case of a director.  Such notice shall be deemed to be given at the time it is so dispatched.

Section 4.02Waiver of Notice.  Whenever, under the provisions of law or of the Certificate of Incorporation or of these Bylaws, notice is required to be given, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent thereto.  Neither the business nor the purpose of any meeting need be specified in such a waiver.

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ARTICLE 5

OFFICERS

Section 5.01Number.  The officers of the Corporation shall be a President, a Secretary and a Treasurer, and may also include a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be elected by the Board of Directors. Any number of offices may be held by the same person.

Section 5.02Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors.  Officers shall hold office at the pleasure of the Board.

Section 5.03Removal.  Any officer may be removed at any time by the Board of Directors.  Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 5.04Chairman of the Board.  The Chairman of the Board, if there is one, shall preside at all meetings of the Board of Directors and shall perform such other duties, if any, as may be specified by the Board from time to time.

Section 5.05President.  The President shall be the chief executive officer of the Corporation and shall have overall responsibility for the management of the business and operations of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.  In the absence of the Chairman of the Board he shall preside over meetings of the Board of Directors.  In general, he shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board.

Section 5.06Vice Presidents.  The Vice Presidents shall perform such duties and have such authority as may be specified in these Bylaws or by the Board of Directors or the President.  In the absence or disability of the President, the Vice Presidents, in order of seniority established by the Board of Directors or the President, shall perform the duties and exercise the powers of the President.

Section 5.07Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President.  He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument, and when so affixed it may be attested by his signature or by the signature of such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 5.08Assistant Secretaries.  The Assistant Secretary or Secretaries shall, in the absence or disability of the Secretary, perform the duties and exercise the authority of the Secretary and shall perform such other duties and have such other authority as the Board of Directors or the President may from time to time prescribe.

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Section 5.09Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  He shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President or the Chief Financial Officer, taking proper vouchers for such disbursements, and shall render to the Board of Directors when the Board so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

Section 5.10Assistant Treasurers.  The Assistant Treasurer or Treasurers shall, in the absence or disability of the Treasurer, perform the duties and exercise the authority of the Treasurer and shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe.

ARTICLE 6

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 6.01Indemnification.  Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving while a director or officer of the Corporation at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Delaware law.

Section 6.02Advances.  Any person claiming indemnification within the scope of Section 6.01 shall be entitled to advances from the Corporation for payment of the expenses of defending actions against such person in the manner and to the full extent permissible under Delaware law.

Section 6.03Procedure.  On the request of any person requesting indemnification under Section 6.01, the Board of Directors or a committee thereof shall determine whether such indemnification is permissible or such determination shall be made by independent legal counsel if the Board or committee so directs or if the Board or committee is not empowered by statute to make such determination.

Section 6.04Other Rights.  The indemnification and advancement of expenses provided by this Article 6 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall

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continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 6.05Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these Bylaws.

Section 6.06Modification.  The duties of the Corporation to indemnify and to advance expenses to a director or officer provided in this Article 6 shall be in the nature of a contract between the Corporation and each such director or officer, and no amendment or repeal of any provision of this Article 6 shall alter, to the detriment of such director or officer, the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

ARTICLE 7

CERTIFICATES OF STOCK

Section 7.01Stock Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate in the form prescribed by the Board of Directors signed on behalf of the Corporation by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares owned by him in the Corporation.  Any or all signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 7.02Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 7.03Transfers of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by

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proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 7.04Fixing Record Date.  The Board of Directors of the Corporation may fix a record date for the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action.  Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and such record date shall not be (i) in the case of such a meeting of stockholders, more than 60 nor less than 10 days before the date of the meeting of stockholders, or (ii) in the case of consents in writing without a meeting, more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) in other cases, more than 60 days prior to the payment or allotment or change, conversion or exchange or other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7.05Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of stock to receive dividends and to vote as such owner, and shall be entitled to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or other claim to, or interest in, such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE 8

AMENDMENTS

Section 8.01Amendments.  These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting.

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EX-4.2

Exhibit 4.2

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO A THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AS AMENDED, A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AND A SUBSCRIPTION AGREEMENT DATED SEPTEMBER 30, 1997 COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY.  SUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS. ANY EVIDENCE, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),OR ANY STATE SECURITIES LAW, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

No. 62	Warrant to Purchase
	2,668 Shares Dated
	as of September 30, 1997

WARRANT

To Purchase Common Stock of

INTERNATIONAL LOGISTICS LIMITED

Purchase Price of Common Stock: Purchase price per share as set forth below.

THIS WARRANT CERTIFIES that, for value received, Ronald Jackson or registered assigns is entitled, prior to the close of business on the Expiration Date (defined below), to purchase 2,668 shares of Common Stock in International Logistics Limited,

a Delaware corporation (the “Company”), at a purchase price per share equal to $52.00 (the “Warrant Purchase Price”) upon surrender of this Warrant at the principal office of the Company, and payment of such purchase price in cash, by bank cashier’s or certified check or by a cashless exercise as set forth in Section 2.B.2. below.

This Warrant is issued by the Company in connection with the execution of the Employment Agreement (as defined herein). The terms and conditions of the Warrant are set forth herein. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Stockholders Agreement (as defined herein).

SECTION 1

Definitions

“Business Day” means any day other than a Saturday, a Sunday, or any day on which commercial banks in the city of Chicago, Illinois are authorized or required by law to close.

“Common Stock” means the Common Stock of the Company, $.001 par value per share, authorized on the date of the original issue of this Warrant and shall also include any capital stock of any class of the Company then or thereafter authorized which shall not be limited to a fixed sum or percentage of par value in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company, and shall also include, in case of any reorganization, reclassification, consolidation, merger or sale of assets of the character referred to in Section 5 hereof, the stock, securities or assets provided for in such Section; provided that the shares purchasable pursuant to this Warrant shall include only shares of such class.

“Employment Agreement” means the Employment Agreement dated as of September 30, 1997, as amended, by and between the Company and Ronald Jackson.

“Expiration Date” means September 30, 2007.

“Fair Market Value” shall mean the fair market value of the Company’s Common Stock (or other securities if in the context of untraded securities distributed in connection with a Qualified Sale) as determined on a fully-distributed basis without regard to liquidity or size relative to the number of shares outstanding; provided that such valuation (x) be performed by a

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nationally recognized investment banking, valuation or appraisal firm paid for by the Company and (y) shall ascribe value to warrants as the amount, if any, by which the value of the Common Stock underlying the warrant shall exceed the aggregate exercise price related thereto.

“Initial Public Offering” means the first underwritten public offering of Common Stock by the Company pursuant to a registration of shares under the Securities Act on a Form S-l Registration Statement (or equivalent or successor form).

“OCM” means OCM Principal Opportunities Fund, L.P., a Delaware limited partnership.

“OCM Affiliates” means any investor in or any employee of OCM or Oaktree Capital Management, LLC (“Oaktree”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which the OCM or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Public Offering” means any offering of Common Stock to the public, including the Initial Public Offering, either on behalf of the Company or any of its stockholders, pursuant to an effective registration statement under the Securities Act.

“Qualified Sale” shall mean (i) any sale of all or substantially all of the assets of the Company or (ii) any sale, merger or liquidation of the Company with or into any entity other than OCM, TCW, WES&S, an OCM Affiliate, a TCW Affiliate or a WES&S Affiliate whereby such entity shall obtain (A) at least a majority of the voting stock of the surviving entity and (B) the right to elect a majority of the surviving entity’s board of directors.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of September 30, 1997, by and among the Company and each of the Holders listed on Annex I thereto, as the same may be amended from time to time.

“Securities Act” means the Securities Act of 1933, as amended and as the same may be amended from time to time.

“Simon Entity” means Logistical Simon, L.L.C., a Delaware limited liability company, WESINVEST, Inc., a Delaware corporation or William E. Simon & Sons, L.L.C., a Delaware limited liability company.

“Stockholders Agreement” means the Third Amended and Restated Stockholders Agreement dated as of September 30, 1997,

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by and among the Company and each of the Holders listed on Exhibit A thereto, as the same may be amended from time to time.

“TCW” means TCW Special Credits Fund V - The Principal Fund, a California limited partnership.

“TCW Affiliates” means any investor in or any employee of TCW, TCW Asset Management Company, a California corporation (“TAMCO”), Trust Company of the West, a California trust company (“Trustco”) or Oaktree Capital Management, LLC (“Oaktree”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which TCW, TAMCO, Trustco or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Trading Price” means the trading price for each such trading day: (a) if the Common Stock is traded on a national securities exchange, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, the last reported sale price on such national securities exchange on the next preceding Business Day on which there was a sale, all as made available over the Consolidated Last Sale Reporting System of the CTA Plan (the “CLSRS”) or, if the Common Stock is not then eligible for reporting over the CLSRS, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, on the next preceding Business Day on which there was a sale on such exchange or (b) if the principal market for the Common Stock is the over-the-counter market, but the Common Stock is not then eligible for reporting over the CLSRS, but the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), the last sale price reported on NASDAQ on the preceding Business Day or, if the Common Stock is an issue for which last sale prices are not reported on NASDAQ, the closing bid quotation on such day, but in each of the next preceding two cases, if the relevant NASDAQ price or quotation did not exist on such day, then the price or quotation on the next preceding Business Day in which there was such a price or quotation.

“WES&S means Logistical Simon, L.L.C., a Delaware limited liability company.

“WES&S Affiliate” means any Simon Entity or any partnership, limited liability company or corporation that directly or indirectly, through one or more intermediaries, has control of, is controlled by or is under common control with (i) any Simon Entity or (ii) any shareholders, partner or member of a Simon Entity or any such shareholder’s, partner’s or member’s spouse, siblings, children, children’s spouses, grandchildren or

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their spouses or any trusts for the benefit of any of the foregoing.

“Warrant Purchase Price” has the meaning assigned to that term in the introductory paragraph hereof.

“Warrant Shares” means the shares of Common Stock purchased or purchasable by the Warrantholder upon the exercise of the Warrant pursuant to Section 2 hereof.

“Warrantholder” means the registered holder of the Warrant and any related Warrant Shares.

SECTION 2

Exercise

A.General.  The Warrantholder shall be entitled to exercise the Warrant, in whole or in part, at any time or from time to time on or before 5:00 p.m., Chicago, Illinois time, on the Expiration Date; provided, however, that 2,668 shares underlying the Warrant shall be subject to vesting on September 30, 1998.  The Warrant is not exercisable as to fractions of shares. Unvested portions of the Warrant shall be forfeited and cancelled if at any time (i) Ronald Jackson’s employment with the Company is terminated as a result of death, disability or retirement, (ii) Ronald Jackson’s employment with the Company is terminated for “Cause” or (iii) Ronald Jackson voluntarily resigns from the Company (unless such resignation is due to a significant diminution of responsibility).  Unvested portions of the Warrant shall be automatically fully vested upon a Qualified Sale or the termination of Ronald Jackson’s employment from the Company without Cause.  For purposes of this Agreement, “Cause” shall have the meaning set forth in the Employment Agreement.

B.Manner of Exercise.  The Warrantholder may exercise the vested portion of the Warrant, in whole or in part, by either of the following methods:

1.The Warrantholder shall complete one of the Subscription Forms attached hereto, and deliver it to the Company, at its principal offices located at 13952 Denver West Parkway, Golden, Colorado 80401, Attention: President (or at such other location as the Company may designate by notice in writing to the Warrantholder), together with the Warrant and either cash, a certified check or a bank cashier’s check, in an amount equal to the then aggregate Warrant Purchase Price of the shares of Common Stock being purchased; or

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2.The Warrantholder may also exercise this Warrant, in whole or in part, in a “cashless” exercise by delivering to the Company, at its principal offices located at 13952 Denver West Parkway, Golden, Colorado 80401, Attention:  President (or at such other location as the Company may designate by notice in writing to the Warrantholder), (i) one of the Subscription Forms attached hereto, which notice shall specify the number of Warrant Shares to be delivered to such Warrantholder and the number of Warrant Shares with respect to which this Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Warrantholder, and (ii) the Warrant.  For purposes of this cashless exercise provision, all Warrant Shares as to which the Warrant is surrendered will be attributed the following value:  (i) prior to an Initial Public Offering and in the context of a Qualified Sale: at the Fair Market Value of the consideration received by stockholders with respect to their outstanding shares of Common Stock;  (ii) concurrently with an Initial Public Offering:  a value equal to the Initial Public Offering offer price to the public; or (iii) subsequent to an Initial Public Offering, a price equal to the average Trading Price of the Company’s Common Stock for the twenty (20) preceding trading days ending on the day prior to the date on which the request for cashless exercise isreceived by the Company.  The costs and expenses associated with determination of any of the preceding valuations shall be borne by the Company.  Cashless exercises shall be permitted only to the extent that such exercise is permitted by the terms of the Company’s indebtedness.  Notwithstanding the foregoing, commencing on the day after the Initial Public Offering through the twentieth trading day following the Initial Public Offering, the Warrantholder shall not be permitted to make a cashless exercise pursuant to this Section.

Upon receipt thereof by the Company, the Warrantholder shall be deemed to be a holder of record of the shares of Common Stock specified in said Subscription Form, and the Company shall, as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be delivered to the Warrantholder a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Subscription Form. Each stock certificate so delivered shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, subject to compliance with federal and state securities laws. Before being required to transfer any Common Stock, the Company may require the Warrantholder at the Warrantholder’s expense to provide an opinion of counsel satisfactory to the Company that any such exercise is exempt from registration or qualification under the federal and state securities laws.  If the Warrant shall have been exercised only in part, the Company shall, at the

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time of delivery of said stock certificate or certificates, deliver to the Warrantholder a like Warrant representing the right to purchase the remaining number of shares purchasable thereunder.  The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the name of the Warrantholder, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the Warrantholder to the Company at the time of delivering the Warrant to the Company as mentioned above.

C.Transfer Restriction Legend.  The Warrant and each certificate for Warrant Shares issued upon exercise or conversion of the Warrant, unless at the time of exercise or conversion such Warrant Shares are registered under the Securities Act, shall bear the legends described in Section 10(a) of the Stockholders Agreement.

D.Character of Warrant Shares. All shares of Common Stock issuable upon the exercise of the Warrant shall be duly authorized, validly issued, fully paid and nonassessable.

SECTION 3

Ownership and Exchange of the Warrant

A.Registered Holder.  The Company may deem and treat the person in whose name the Warrant is registered as the holder and owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of the Warrant for exchange as provided in this Section 3.

B.Exchange and Replacement.  The Warrant is exchangeable upon the surrender thereof by the Warrantholder to the Company at its principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Warrantholder at the time of surrender.  Subject to compliance with Section 4 hereof, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Warrantholder in person or by its duly authorized attorney, and a new Warrant or Warrants shall be made and delivered by the Company, of the same tenor and date as

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the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the principal offices of the Company.  The Company will issue a replacement certificate for the Warrant upon the loss, theft, destruction or mutilation thereof pursuant to Section 10 (b) of the Stockholders Agreement. The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement.  Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the Warrant pursuant to this Section 3.

SECTION 4

Transfer of Warrant or Warrant Shares

A.General Provisions.  The Warrant shall not be transferable.  The related Warrant Shares shall not be transferable except in accordance with the terms and conditions specified in the Stockholders Agreement.

B.Registration Rights.  The Company has agreed to provide certain piggyback registration rights in respect of the Warrant Shares, the terms and conditions of which are set forth in the Registration Rights Agreement.  Upon any transfer of any Warrant Shares in accordance with the provisions of the Stockholders Agreement (other than transfers made after an Initial Public Offering), the registration rights pertaining thereto may be transferred, pursuant to the terms and provisions of Section 9 of the Registration Rights Agreement, upon giving notice to the Company and the transferee’s agreement to be bound by the provisions of the Stockholders Agreement.

SECTION 5

Anti-Dilution Provisions

A.Stock Splits and Reverse Splits.  In the event that the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Warrant Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common Stock of the Company shall at any time be combined into a smaller number of shares, the Warrant Purchase Price in effect immediately prior to

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such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced.  Except as provided in this Section 5.A, no adjustment in the Warrant Purchase Price and no change in the number of Warrant Shares purchasable shall be made under this Section 5 as a result of or by reason of any such subdivision or combination.

B.Reorganization and Asset Sales.  Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply:

1.As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.B), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place.

2.In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company.

3.The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder

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at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.

C.Notice of Adjustment. Whenever the Warrant Purchase Price and the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted as herein provided, or the rights of the Warrantholder shall change by reason of other events specified herein, the Company shall compute the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares in accordance with the provisions hereof and shall prepare a certificate signed by its President, Vice President, Treasurer or Secretary setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares issuable upon the exercise of this Warrant or specifying the other shares of stock, securities or assets receivable as a result of such change in rights, and showing in reasonable detail the facts and calculations upon which such adjustments or other changes are based, including a statement of the consideration received or to be received by the Company for, and the amount of, any Common Stock, options and convertible securities issued since the last such adjustment or change (or since the date hereof in the case of the first adjustment or change).  The Company shall cause to be mailed to the Warrantholder copies of such officer’s certificate together with a notice stating that the Warrant Purchase Price and the number of Warrant Shares purchasable upon exercise of this Warrant have been adjusted and setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares purchasable upon the exercise of this Warrant.

SECTION 6

Notices

Any notice or other document required or permitted to be given or delivered to the Warrantholder shall be delivered in writing or sent by certified or registered mail to the Warrantholder at the address furnished to the Company in writing by the Warrantholder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered personally (including delivery by courier or by facsimile if received during normal working hours), or be sent by certified or registered mail to the Company, at 13952 Denver West

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Parkway, Golden, Colorado 80401, Attention: President, or other such address as shall have been furnished to the Warrantholder by the Company.  Except as otherwise provided, each such notice shall be deemed given when delivered or on a date which is four (4) days after it is mailed in any post office or branch post office regularly maintained by the United States Postal Service (registered or certified, with postage prepaid and properly addressed).

SECTION 7

No Rights as Stockholder; Limitation of Liability

The Warrant shall not entitle the Warrantholder to any of the rights of a stockholder of the Company.  No provision hereof, in the absence of affirmative action by the Warrantholder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the Warrant Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the company.

SECTION 8

Miscellaneous

This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to principles of conflict of laws.  This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party (or any predecessor in interest thereof) against which enforcement of the same is sought.  The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

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WITNESS the due execution of this Warrant by aduly authorized officer of the Company.

INTERNATIONAL LOGISTICSLIMITED a Delaware corporation
By:	/s/ Roger E. Payton
	Roger E. Payton
	President and
	Chief Executive Officer

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FULL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Full)

The undersigned hereby exercises the right to purchase the total number of shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $              , or hereby tenders                Warrant Shares as payment therefor, representing the Warrant Purchase Price of $               per share in effect at this date.  Certificates for such shares shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated: , 19 .

[Signature]

Address:

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PARTIAL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Part)

The undersigned hereby exercises the right to purchase                shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $              , or hereby tenders                Warrant Shares as payment therefor, representing the Warrant Purchase Price of $               per share in effect at this date.  Certificates for such shares and a new Warrant of like tenor and date for the balance of the shares not subscribed for shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated: , 19 .

[Signature]

Address:

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EX-4.3

Exhibit 4.3

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO A THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AS AMENDED, A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AND A SUBSCRIPTION AGREEMENT DATED SEPTEMBER 30, 1997 COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OFF THE COMPANY.  SUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS.  ANY EVIDENCE, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXCERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

No. 63	Warrant to Purchase
2,666 Shares Dated
as of September 30, 1997

WARRANT

To Purchase Common Stock of

INTERNATIONAL LOGISTICS LIMITED

Purchase Price of Common Stock: Purchase price per share
as set forth below.

THIS WARRANT CERTIFIES that, for value received, Ronald Jackson or registered assigns is entitled, prior to the close of business on the Expiration Date (defined below), to purchase 2,668 shares of Common Stock in International Logistics Limited,

a Delaware corporation (the “Company”), at a purchase price per share equal to $60.00 (the “Warrant Purchase Price”) upon surrender of this Warrant at the principal office of the Company, and payment of such purchase price in cash, by bank cashier’s or certified check or by a cashless exercise as set forth in Section 2.B.2. below.

This Warrant is issued by the Company inconnection with the execution of the Employment Agreement (as defined herein). The terms and conditions of the Warrant are set forth herein.  Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Stockholders Agreement (as defined herein).

SECTION 1

Definitions

“Business Day” means any day other than a Saturday, a Sunday, or any day on which commercial banks in the city of Chicago, Illinois are authorized or required by law to close.

“Common Stock” means the Common Stock of the Company, $.001 par value per share, authorized on the date of the original issue of this Warrant and shall also include any capital stock of any class of the Company then or thereafter authorized which shall not be limited to a fixed sum or percentage of par value in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company, and shall also include, in case of any reorganization, reclassification, consolidation, merger or sale of assets of the character referred to in Section 5 hereof, the stock, securities or assets provided for in such Section; provided that the shares purchasable pursuant to this Warrant shall include only shares of such class.

“Employment Agreement” means the Employment Agreement dated as of September 30, 1997, as amended, by and between the Company and Ronald Jackson.

“Expiration Date” means September 30, 2007.

“Fair Fair Market Value” shall mean the fair market value of the Company’s Common Stock (or other securities if in the context of untraded securities distributed in connection with a Qualified Sale) as determined on a fully-distributed basis without regard to liquidity or size relative to the number of shares outstanding; provided that such valuation (x) be performed by a

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nationally recognized investment banking, valuation or appraisal firm paid for by the Company and (y) shall ascribe value to warrants as the amount, if any, by which the value of the Common Stock underlying the warrant shall exceed the aggregate exercise price related thereto.

“Initial Public Offering” means the first underwritten public offering of Common Stock by the Company pursuant to a registration of shares under the Securities Act on a Form S-l Registration Statement (or equivalent or successor form).

“OCM” means OCM Principal Opportunities Fund, L.P., a Delaware limited partnership.

“OCM Affiliates” means any investor in or any employee of OCM or Oaktree Capital Management, LLC (“Oaktree”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which the OCM or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Public Offering” means any offering of Common Stock to the public, including the Initial Public Offering, either on behalf of the Company or any of its stockholders, pursuant to an effective registration statement under the Securities Act.

“Qualified Sale” shall mean (i) any sale of all or substantially all of the assets of the Company or (ii) any sale, merger or liquidation of the Company with or into any entity other than OCM, TCW, WES&S, an OCM Affiliate, a TCW Affiliate or a WES&S Affiliate whereby such entity shall obtain (A) at least a majority of the voting stock of the surviving entity and (B) the right to elect a majority of the surviving entity’s board of directors.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of September 30, 1997, by and among the Company and each of the Holders as listed on Annex I thereto, as the same may be amended from time to time.

“Securities Act” means the Securities Act of 1933, as amended and as the same may be amended from time to time.

“Simon Entity” means Logistical Simon, L.L.C., a Delaware limited liability company, WESINVEST, Inc., a Delaware corporation or William E. Simon & Sons, L.L.C., a Delaware limited liability company.

“Stockholders Agreement” means the Third Amended and Restated Stockholders Agreement dated as of September 30, 1997,

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by and among the Company and each of the Holders listed on Exhibit A thereto, as the same may be amended from time to time.

“TCW” means TCW Special Credits Fund V - The Principal Fund, a California limited partnership.

“TCW Affiliates” means any investor in or any employee of TCW, TCW Asset Management Company, a California corporation (“TAMCO”), Trust Company of the West, a California trust company (“Trustco”) or Oaktree Capital Management, LLC (“Oaktree”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which TCW, TAMCO, Trustco or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Trading Price” means the trading price for each such trading day: (a) if the Common Stock is traded on a national securities exchange, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, the last reported sale price on such national securities exchange on the next preceding Business Day on which there was a Sale, all as made available over the Consolidated Last Sale Reporting System of the CTA Plan (the “CLSRS”) or, if the Common Stock is not then eligible for reporting over the CLSRS, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, on the next preceding Business Day on which there was a sale on such exchange or (b) if the principal market for the Common Stock is the over-the-counter market, but the Common Stock is not then eligible for reporting over the CLSRS, but the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), the last sale price reported on NASDAQ on the preceding Business Day or, if the Common Stock is an issue for which last sale prices are not reported on NASDAQ, the closing bid quotation on such day, but in each of the next preceding two cases, if the relevant NASDAQ price or quotation did not exist on such day, then the price or quotation on the next preceding Business Day in which there was such a price or quotation.

“WES&S means Logistical Simon, L.L.C., a Delaware limited liability company.

“WES&S Affiliate” means any Simon Entity or any partnership, limited liability company or corporation that directly or indirectly, through one or more intermediaries, has control of, is controlled by or is under common control with (i) any Simon Entity or (ii) any shareholders, partner or member of a Simon Entity or any such shareholder’s, partner’s or member’s spouse, siblings, children, children’s spouses, grandchildren or

4

their spouses or any trusts for the benefit of any of the foregoing.

“Warrant Purchase Price” has the meaning assigned to that term in the introductory paragraph hereof.

“Warrant Shares” means the shares of Common Stock purchased or purchasable by the Warrantholder upon the exercise of the Warrant pursuant to Section 2 hereof.

“Warrantholder” means the registered holder of the Warrant and any related Warrant Shares.

SECTION 2

Excercise

A.General.  The Warrantholder shall be entitled to exercise the Warrant, in whole or in part, at any time or from time to time on or before 5:00 p.m., Chicago, Illinois time, on the Expiration Date; provided, however, that 2,666 shares underlying the Warrant shall be subject to vesting at 12:01 a.m. on September 30, 2000.  The Warrant is not exercisable as to fractions of shares.  Unvested portions of the Warrant shall be forfeited and cancelled if at any time (i) Ronald Jackson’s employment with the Company is terminated as a result of death, disability or retirement, (ii) Ronald Jackson’s employment with the Company is terminated for “Cause” or (iii) Ronald Jackson voluntarily resigns from the Company (unless such resignation is due to a significant diminution of responsibility).  Unvested portions of the Warrant shall be automatically fully vested upon a Qualified Sale or the termination of Ronald Jackson’s employment from the Company without Cause. For purposes of this Agreement, “Cause” shall have the meaning set forth in the Employment Agreement.

B.Manner of Exercise.  The Warrantholder may exercise the vested portion of the Warrant, in whole or in part, by either of the following methods:

1.The Warrantholder shall complete one of the Subscription Forms attached hereto, and deliver it to the Company, at its principal offices located at 13952 Denver West Parkway, Golden, Colorado 80401, Attention:  President (or at such other location as the Company may designate by notice in writing to the Warrantholder), together with the Warrant and either cash, a certified check or a bank cashier’s check, in an amount equal to the then aggregate Warrant Purchase Price of the shares of Common Stock being purchased; or

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2.The Warrantholder may also exercise this Warrant, in whole or in part, in a “cashless” exercise by delivering to the Company, at its principal offices located at 13952 Denver West Parkway, Golden, Colorado 80401, Attention:  President (or at such other location as the Company may designate by notice in writing to the Warrantholder), (i) one of the Subscription Forms attached hereto, which notice shall specify the number of Warrant Shares to be delivered to such Warrantholder and the number of Warrant Shares with respect to which this Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Warrantholder, and (ii) the Warrant.  For purposes of this cashless exercise provision, all Warrant Shares as to which the Warrant is surrendered will be attributed the following value:  (i) prior to an Initial Public Offering and in the context of a Qualified Sale: at the Fair Market Value of the consideration received by stockholders with respect to their outstanding shares of Common Stock;  (ii) concurrently with an Initial Public Offering: a value equal to the Initial Public Offering offer price to the public; or (iii) subsequent to an Initial Public Offering, a price equal to the average Trading Price of the Company’s Common Stock for the twenty (20)preceding trading days ending on the day prior to the date on which the request for cashless exercise is received by the Company. The costs and expenses associated with determination of any of the preceding valuations shall be borne by the Company.  Cashless exercises shall be permitted only to the extent that such exercise is permitted by the terms of the Company’s indebtedness.  Notwithstanding the foregoing, commencing on the day after the Initial Public Offering through the twentieth trading day following the Initial Public Offering, the Warrantholder shall not be permitted to make a cashless exercise pursuant to this Section.

Upon receipt thereof by the Company, the Warrantholder shall be deemed to be a holder of record of the shares of Common Stock specified in said Subscription Form, and the Company shall, as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be delivered to the Warrantholder a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Subscription Form.  Each stock certificate so delivered shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, subject to compliance with federal and state securities laws. Before being required to transfer any Common Stock, the Company may require the Warrantholder at the Warrantholder’s expense to provide an opinion of counsel satisfactory to the Company that any such exercise is exempt from registration or qualification under the federal and state securities laws.  If the Warrant shall have been exercised only in part, the Company shall, at the

6

time of delivery of said stock certificate or certificates, deliver to the Warrantholder a like Warrant representing the right to purchase the remaining number of shares purchasable thereunder.  The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the name of the Warrantholder, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the Warrantholder to the Company at the time of delivering the Warrant to the Company as mentioned above.

C.Transfer Restriction Legend.  The Warrant and each certificate for Warrant Shares issued upon exercise or conversion of the Warrant, unless at the time of exercise or conversion such Warrant Shares are registered under the Securities Act, shall bear the legends described in Section 10(a) of the Stockholders Agreement.

D.Character of Warrant Shares.  All shares of Common Stock issuable upon the exercise of the Warrant shall be duly authorized, validly issued, fully paid and nonassessable.

SECTION 3

Ownership and Exchange of the Warrant

A.Registered Holder.  The Company may deem and treat the person in whose name the Warrant is registered as the holder and owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of the Warrant for exchange as provided in this Section 3.

B.Exchange and Replacement.  The Warrant is exchangeable upon the surrender thereof by the Warrantholder to the Company at its principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Warrantholder at the time of surrender. Subject to compliance with Section 4 hereof, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Warrantholder in person or by its duly authorized attorney, and a new Warrant or Warrants shall be made and delivered by the Company, of the same tenor and date as

7

the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the principal offices of the Company.  The Company will issue a replacement certificate for the Warrant upon the loss, theft, destruction or mutilation thereof pursuant to Section 10(b)  of the Stockholders Agreement. The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement. Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the Warrant pursuant to this Section 3.

SECTION 4

Transfer of Warrant or Warrant Shares

A.General Provisions.  The Warrant shall not be transferable.  The related Warrant Shares shall not be transferable except in accordance with the terms and conditions specified in the Stockholders Agreement.

B.Registration Rights.  The Company has agreed to provide certain piggyback registration rights in respect of the Warrant Shares, the terms and conditions of which are set forth in the Registration Rights Agreement.  Upon any transfer of any Warrant Shares in accordance with the provisions of the StockholdersAgreement (other than transfers made after an Initial Public Offering), the registration rights pertaining thereto may be transferred, pursuant to the terms and provisions of Section 9 of the Registration Rights Agreement, upon givingnotice to the Company and the transferee’s agreement to be bound by the provisions of the Stockholders Agreement.

SECTION 5

Anti-Dilution Provisions

A.Stock Splits and Reverse Splits.  In the event that the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Warrant Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common Stock of the Company shall at any time be combined into a smaller number of shares, the Warrant Purchase Price in effect immediately prior to

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such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced.  Except as provided in this Section 5.A, no adjustment in the Warrant Purchase Price and no change in the number of Warrant Shares purchasable shall be made under this Section 5 as a result of or by reason of any such subdivision or combination.

B.Reorganization and Asset Sales.  Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganisation or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply:

1.As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.B), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place.

2.In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company.

3.The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder

9

at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder way be entitled to receive, and all other liabilities and obligations of the Company hereunder.  Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.

C.Notice of Adjustment.  Whenever the Warrant Purchase Price and the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted as herein provided, or the rights of the Warrantholder shall change by reason of other events specified herein, the Company shall compute the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares in accordance with the provisions hereof and shall prepare a certificate signed by its President, Vice President, Treasurer or Secretary setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares issuable upon the exercise of this Warrant or specifying the other shares of stock, securities or assets receivable as a result of such change in rights, and showing in reasonable detail the facts and calculations upon which such adjustments or other changes are based, including a statement of the consideration received or to be received by the Company for, and the amount of, any Common Stock, options and convertible securities issued since the last such adjustment or change (or since the date hereof in the case of the first adjustment or change).  The Company shall cause to be mailed to the Warrantholder copies of such officer’s certificate together with a notice stating that the Warrant Purchase Price and the number of Warrant Shares purchasable upon exercise of this Warrant have been adjusted and setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares purchasable upon the exercise of this Warrant.

SECTION 6

Notices

Any notice or other document required or permitted to be given or delivered to the Warrantholder shall be delivered in writing or sent by certified or registered mail to the Warrantholder at the address furnished to the Company in writing by the Warrantholder.  Any notice or other document required or permitted to be given or delivered to the Company shall be delivered personally (including delivery by courier or by facsimile if received during normal working hours), or be sent by certified or registered mail to the Company, at 13952 Denver West

10

Parkway, Golden, Colorado 80401, Attention: President, or other such address as shall have been furnished to the Warrantholder by the Company.  Except as otherwise provided, each such notice shall be deemed given when delivered or on a date which is four (4) days after it is mailed in any post office or branch post office regularly maintained by the United States Postal Service (registered or certified, with postage prepaid and properly addressed).

SECTION 7

No Rights as Stockholder; Limitation of Liability

The Warrant shall not entitle the Warrantholder to any of the rights of a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Warrantholder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the Warrant Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the company.

SECTION 8

Miscellaneous

This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to principles of conflict of laws.  This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party (or any predecessor in interest thereof) against which enforcement of the same is sought.  The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

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WITNESS the due execution of this Warrant by a duly authorized officer of the Company.

INTERNATIONAL LOGISTICS LIMITED
aDelaware corporation
By:	/s/ Roger E. Payton
	Roger E. Payton
	President and Chief Executive Officer

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FULL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Full)

The undersigned hereby exercises the right to purchase the total number of shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $           , or hereby tenders           Warrant Shares as payment therefor, representing the Warrant Purchase Price of $            per share in effect at this date.  Certificates for such shares shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated:                                        , 19   .
	[Signature]
	Address:

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PARTIAL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Part)

The undersigned hereby exercises the right to purchase            shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $               , or hereby tenders               Warrant Shares as payment therefor, representing the Warrant Purchase Price of $              per share in effect at this date.  Certificates for such shares and a new Warrant of like tenor and date for the balance of the shares not subscribed for shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated:                                        , 19   .
	[Signature]
	Address:

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EX-4.4

Exhibit 4.4

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO A THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AS AMENDED, A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, AND A SUBSCRIPTION AGREEMENT DATED SEPTEMBER 30, 1997 COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY.  SUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ONVOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS.  ANY EVIDENCE, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1983, AS AMENDED (THE “ACT”) , OR ANY STATE SECURITIES LAW, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

No. 64	Warrant to Purchase
2,666 Shares Dated
as of September 30, 1997

WARRANT

To Purchase Common Stock of

INTERNATIONAL LOGISTICS LIMITED

Purchase Price of Common Stock: Purchase price per share
as set forth below.

THIS WARRANT CERTIFIES that, for value received, Ronald Jackson or registered assigns is entitled, prior to the close of business on the Expiration Date (defined below), to purchase 2,666 shares of Common Stock in International Logistics Limited,

a Delaware corporation (the “Company”), at a purchase price per share equal to $60.00 (the “Warrant Purchase Price”) upon surrender of this Warrant at the principal office of the Company, and payment of such purchase price in cash, by bank cashier’s or certified check or by a cashless exercise as set forth in Section 2.B.2.below.

This Warrant is issued by the Company in connection with the execution of the Employment Agreement (as defined herein).  The terms and conditions of the Warrant are set forth herein. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Stockholders Agreement (as defined herein).

SECTION 1

Definitions

“Business Day” means any day other than a Saturday, a Sunday, or any day on which commercial banks in the city of Chicago, Illinois are authorized or required by law to close.

“Common Stock” means the Common Stock of the Company, $.001 par value per share, authorized on the date of the original issue of this Warrant and shall also include any capital stock of any class of the Company then or thereafter authorized which shall not be limited to a fixed sum or percentage of par value in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company, and shall also include, in case of any reorganization, reclassification, consolidation, merger or sale of assets of the character referred to in Section 5 hereof, the stock, securities or assets provided for in such Section; provided that the shares purchasable pursuant to this Warrant shall include only shares of such class.

“Employment Agreement” means the Employment Agreement dated as of September 30, 1997, as amended, by and between the Company and Ronald Jackson.

“Expiration Date” means September 30, 2007.

“Fair Market Value” shall mean the fair market value of the Company’s Common Stock (or other securities if in the context of untraded securities distributed in connection with a Qualified Sale) as determined on a fully-distributed basis without regard to liquidity or size relative to the number of shares outstanding; provided that such valuation (x) be performed by a

2

nationally recognized investment banking, valuation or appraisal firm paid for by the Company and (y) shall ascribe value to warrants as the amount, if any, by which the value of the Common Stock underlying the warrant shall exceed the aggregate exercise price related thereto.

“Initial Public Offering” means the first underwritten public offering of Common Stock by the Company pursuant to a registration of shares under the Securities Act on a Form S-1 Registration Statement (or equivalent or successor form).

“OCM” means OCM Principal Opportunities Fund, L.P., a Delaware limited partnership.

“OCM Affiliates” means any investor in or any employee of OCM or Oaktree Capital Management, LLC (“Oaktree”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which the OCM or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Public Offering” means any offering of Common Stock to the public, including the Initial Public Offering, either on behalf of the Company or any of its stockholders, pursuant to an effective registration statement under the Securities Act.

“Qualified Sale” shall mean (i) any sale of all or substantially all of the assets of the Company or (ii) any sale, merger or liquidation of the Company with or into any entity other than OCM, TCW, WES&S, an OCM Affiliate, a TCW Affiliate or a WES&S Affiliate whereby such entity shall obtain (A) at least a majority of the voting stock of the surviving entity and (B) the right to elect a majority of the surviving entity’s board of directors.

“Registration RightsAgreement” means the Registration Rights Agreement dated as of September 30,1997, by and among the Company and each of the Holders as listed on Annex I thereto, as the same may be amended from time to time.

“Securities Act” means the Securities Act of 1933, as amended and as the same may be amended from time to time.

“Simon Entity” means Logistical Simon, L.L.C., a Delaware limited liability company, WESINVEST, Inc., a Delaware corporation or William E. Simon & Sons, L.L.C., a Delaware limited liability company.

“Stockholders Agreement” means the Third Amended and Restated Stockholders Agreement dated as of September 30, 1997,

3

by and among the Company and each of the Holders listed on Exhibit A thereto, as the same may be amended from time to time.

“TCW” means TCW Special Credits Fund V - The Principal Fund, a California limited partnership.

“TCW Affiliates” means any investor in or any employee of TCW, TCW Asset Management Company, a California corporation (“TAMCO”), Trust Company of the West, a California trust company (“Trustco”) or Oaktree Capital Management, LLC (“Oaktree”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which TCW, TAMCO, Trustee or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Trading Price” means the trading price for each such trading day: (a) if the Common Stock is traded on a national securities exchange, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, the last reported sale price on such national securities exchange on the next preceding Business Day on which there was a sale, all as made available over the Consolidated Last Sale Reporting System of the CTA Plan (the “CLSRS”) or, if the Common Stock is not then eligible for reporting over the CLSRS, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, on the next preceding Business Day on which there was a sale on such exchange or (b) if the principal market for the Common Stock is the over-the-counter market, but the Common Stock is not then eligible for reporting over the CLSRS, but the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”) the last sale price reported on NASDAQ on the preceding Business Day or, if the Common Stock is an issue for which last sale prices are not reported on NASDAQ, the closing bid quotation on such day, but in each of the next preceding two cases, if the relevant NASDAQ price or quotation did not exist on such day, then the price or quotation on the next preceding Business Day in which there was such a price or quotation.

“WES&S means Logistical Simon, L.L.C., a Delaware limited liability company.

“WES&S Affiliate” means any Simon Entity or any partnership, limited liability company or corporation that directly or indirectly, through one or more intermediaries, has control of, is controlled by or is under common control with (i) any Simon Entity or (ii) any shareholders, partner or member of a Simon Entity or any such shareholder’s, partner’s or member’s spouse, siblings, children, children’s spouses, grandchildren or

4

their spouses or any trusts for the benefit of any of the foregoing.

“Warrant Purchase Price” has the meaning assigned to that term in the introductory paragraph hereof.

“Warrant Shares” means the shares of Common Stock purchased or purchasable by the Warrantholder upon the exercise of the Warrant pursuant to Section 2 hereof.

“Warrantholder” means the registered holder of the Warrant and any related Warrant Shares.

SECTION 2

Exercise

A.General.  The Warrantholder shall be entitled to exercise the Warrant, in whole or in part, at any time or from time to time on or before 5:00 p.m., Chicago, Illinois time, on the Expiration Date; provided, however, that 2,666 shares underlying the Warrant shall be subject to vesting at 12:01 a.m. on September 30, 2000.  The Warrant is not exercisable as to fractions of shares. Unvested portions of the Warrant shall be forfeited and cancelled if at any time (i) Ronald Jackson’s employment with the Company is terminated as a result of death, disability or retirement, (ii) Ronald Jackson’s employment with the Company is terminated for “Cause” or (iii) Ronald Jackson voluntarily resigns from the Company (unless such resignation is due to a significant diminution of responsibility).  Unvested portions of the Warrant shall be automatically fully vested upon a Qualified Sale or the termination of Ronald Jackson’s employment from the Company without Cause.  For purposes of this Agreement, “Cause” shall have the meaning set forth in the Employment Agreement.

B.Manner of Exercise.  The Warrantholder may exercise the vested portion of the Warrant, in whole or in part, by either of the following methods:

1.The Warrantholder shall complete one of the Subscription Forms attached hereto, and deliver it to the Company, at its principal offices located at 13952 Denver West Parkway, Golden, Colorado 80401, Attention:  President (or at such other location as the Company may designate by notice in writing to the Warrantholder), together with the Warrant and either cash, a certified check or a bank cashier’s check, in an amount equal to the then aggregate Warrant Purchase Price of the shares of Common Stock being purchased; or

5

2.The Warrantholder may also exercise this Warrant, in whole or in part, in a “cashless” exercise by delivering to the Company, at its principal offices located at 13952 Denver West Parkway, Golden, Colorado 80401, Attention:  President (or at such other location as the Company may designate by notice in writing to the Warrantholder), (i) one of the Subscription Forms attached hereto, which notice shall specify the number of Warrant Shares to be delivered to such Warrantholder and the number of Warrant Shares with respect to which this Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Warrantholder, and (ii) the Warrant.  For purposes of this cashless exercise provision, all Warrant Shares as to which the Warrant is surrendered will be attributed the following value:  (i) prior to an Initial Public Offering and in the context of a Qualified Sale:  at the Fair Market Value of the consideration received by stockholders with respect to their outstanding shares of Common Stock;  (ii) concurrently with an Initial Public Offering:  a value equal to the Initial Public Offering offer price to the public; or (iii) subsequent to an Initial Public Offering, a price equal to the average Trading Price of the Company’s Common Stock for the twenty (20) preceding trading days ending on the day prior to the date on which the request for cashless exercise is received by the Company.  The costs and expenses associated with determination of any of the preceding valuations shall be borne by the Company.  Cashless exercises shall be permitted only to the extent that such exercise is permitted by the terras of the Company’s indebtedness.  Notwithstanding the foregoing, commencing on the day after the Initial Public Offering through the twentieth trading day following the Initial Public Offering, the Warrantholder shall not be permitted to make a cashless exercise pursuant to this Section.

Upon receipt thereof by the Company, the Warrantholder shall be deemed to be a holder of record of the shares of Common Stock specified in said Subscription Form, and the Company shall, as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be delivered to the Warrantholder a certificate or certificates representing the. aggregate number of shares of Common Stock specified in said Subscription Form.  Each stock certificate so delivered shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, subject to compliance with federal and state securities laws. Before being required to transfer any Common Stock, the Company may require the Warrantholder at the Warrantholder’s expense to provide an opinion of counsel satisfactory to the Company that any such exercise is exempt from registration or qualification under the federal and state securities laws.  If the Warrant shall have been exercised only in part, the Company shall, at the

6

time of delivery of said stock certificate or certificates, deliver to the Warrantholder a like Warrant representing the right to purchase the remaining number of shares purchasable thereunder.  The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the name of the Warrantholder, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the Warrantholder to the Company at the time of delivering the Warrant to the Company as mentioned above.

C.Transfer Restriction Legend.  The Warrant and each certificate for Warrant Shares issued upon exercise or conversion of the Warrant, unless at the time of exercise or conversion such Warrant Shares are registered under the Securities Act, shall bear the legends described in Section 10 (a) of the Stockholders Agreement.

D.Character of Warrant Shares. All shares of Common Stock issuable upon the exercise of the Warrant shall be duly authorized, validly issued, fully paid and nonassessable.

SECTION 3

Ownership and Exchange of the Warrant

A.Registered Holder.  The Company may deem and treat the person in whose name the Warrant is registered as the holder and owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of the Warrant for exchange as provided in this Section 3.

B.Exchange and Replacement. The Warrant is exchangeable upon the surrender thereof by the Warrantholder to the Company at its principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Warrantholder at the time of surrender. Subject to compliance with Section 4 hereof, each Warrant and all rights thereunder are transferable in whole or in part upon the books of the Company by the Warrantholder in person or by its duly authorized attorney, and a new Warrant or Warrants shall be made and delivered by the Company, of the same tenor and date as

7

the Warrant but registered in the name of the transferee, upon surrender of the Warrant, duly endorsed, at the principal offices of the Company.  The Company will issue a replacement certificate for the Warrant upon the loss, theft, destruction or mutilation thereof pursuant to Section 10 (b)  of the Stockholders Agreement. The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange, transfer or replacement.  Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the Warrant pursuant to this Section 3.

SECTION 4

Transfer of Warrant or Warrant Shares

A.General Provisions.  The Warrant shall not be transferable.  The related Warrant Shares shall not be transferable except in accordance with the terms and conditions specified in the Stockholders Agreement.

B.Registration Rights.  The Company has agreed to provide certain piggyback registration rights in respect of the Warrant Shares, the terms and conditions of which are set forth in the Registration Rights Agreement.  Upon any transfer of any Warrant Shares in accordance with the provisions of the Stockholders Agreement (other than transfers made after an Initial Public offering), the registration rights pertaining thereto may be transferred, pursuant to the terms and provisions of Section 9 of the Registration Rights Agreement, upon giving notice to the Company and the transferee’s agreement to be bound by the provisions of the Stockholders Agreement.

SECTION 5

Anti-Dilution Provisions

A.Stock Splits and Reverse Splits.  In the event that the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Warrant Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common Stock of the Company shall at any time be combined into a smaller number of shares, the Warrant Purchase Price in effect immediately prior to

8

such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced.  Except as provided in this Section 5.A, no adjustment in the Warrant Purchase Price and no change in the number of Warrant Shares purchasable shall be made under this Section 5 as a result of or by reason of any such subdivision or combination.

B.Reorganization and Asset Sales.  Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply:

1.As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.B), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place.

2.In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company.

3.The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder

9

at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive, and all other liabilities and obligations of the Company hereunder.  Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.

C.Notice of Adjustment.  Whenever the Warrant Purchase Price and the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted as herein provided, or the rights of the Warrantholder shall change by reason of other events specified herein, the Company shall compute the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares in accordance with the provisions hereof and shall prepare a certificate signed by its President, Vice President, Treasurer or Secretary setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares issuable upon the exercise of this Warrant or specifying the other shares of stock, securities or assets receivable as a result of such change in rights, and showing in reasonable detail the facts and calculations upon which such adjustments or other changes are based, including a statement of the consideration received or to be received by the Company for, and the amount of, any Common Stock, options and convertible securities issued since the last such adjustment or change (or since the date hereof in the case of the first adjustment or change).  The Company shall cause to be mailed to the Warrantholder copies of such officer’s certificate together with a notice stating that the Warrant Purchase Price and the number of Warrant Shares purchasable upon exercise of this Warrant have been adjusted and setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares purchasable upon the exercise of this Warrant.

SECTION 6

Notices

Any notice or other document required or permitted to be given or delivered to the Warrantholder shall be delivered in writing or sent by certified or registered mail to the Warrantholder at the address furnished to the Company in writing by the Warrantholder.  Any notice or other document required or permitted to be given or delivered to the Company shall be delivered personally (including delivery by courier or by facsimile if received during normal working hours), or be sent by certified or registered mail to the Company, at 13952 Denver West

10

Parkway, Golden, Colorado 80401, Attention: President, or other such address as shall have been furnished to the Warrantholder by the Company.  Except as otherwise provided, each such notice shall be deemed given when delivered or on a date which is four (4) days after it is mailed in any post office or branch post office regularly maintained by the United States Postal Service (registered or certified, with postage prepaid and properly addressed).

SECTION 7

No Rights as Stockholder; Limitation of Liability

The Warrant shall not entitle the Warrantholder to any of the rights of a stockholder of the Company.  No provision hereof, in the absence of affirmative action by the Warrantholder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the Warrant Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the company.

SECTION 8

Miscellaneous

This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the state of Delaware without regard to principles of conflict of laws.  This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party (or any predecessor in interest thereof) against which enforcement of the same is sought.  The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

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WITNESS the due execution of this Warrant by a duly authorized officer of the Company.

INTERNATIONAL LOGISTICS LIMITED
aDelaware corporation
By:	/s/ Roger E. Payton
	Roger E. Payton
	President and Chief Executive Officer

12

FULL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Full)

The undersigned hereby exercises the right to purchase the total number of shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $           , or hereby tenders            Warrant Shares as payment therefor, representing the Warrant Purchase Price of $          per share in effect at this date.  Certificates for such shares shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated:                                        , 19   .
	[Signature]
	Address:

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PARTIAL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Part)

The undersigned hereby exercises the right to purchase             shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $         , or hereby tenders            Warrant Shares as payment therefor, representing the Warrant Purchase Price of $           per share in effect at this date.  Certificates for such shares and a new Warrant of like tenor and date for the balance of the shares not subscribed for shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated:                                        , 19   .
	[Signature]
	Address:

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EX-4.5

Exhibit 4.5

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO CANCELLATION PURSUANT TO THE OPTION AGREEMENT DATED MAY 29, 1997 AND ARE SUBJECT TO A SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 7, 1996, A REGISTRATION RIGHTS AGREEMENT AND A SUBSCRIPTION AGREEMENT EACH DATED AS OF THE EFFECTIVE DATE, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY.  SUCH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXCERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS.  ANY SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OFTHE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.

THE WARRANT EVIDENCED BY THIS CERTIFICATE ANDTHE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED OR QUALIFIED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ANY STATE SECURITIES LAW OR ANY FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW OF ANY JURISDICTION OUTSIDE THE UNITED STATES, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT, ANY APPLICABLE STATE SECURITIES LAW AND ANY APPLICABLE FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

No. 30	Warrant toPurchase
	7,323 Shares Dated
	as of the Effective Date
	(as defined below)

WARRANT

To Purchase Common Stock of

INTERNATIONAL LOGISTICS LIMITED

Purchase Price of Common Stock: Purchase price per share as set forth below (subject to adjustment as described herein).

THIS WARRANT CERTIFIES that, for value received, Hera Ventures Limited, a company organized under the laws of the Bahamas, or registered assigns isentitled, on the first Business Day immediately following the Effective Date (as defined herein) and prior to the close of business in Chicago, Illinois on the

Expiration Date (as defined herein), to purchase 7,323 shares of Common Stock in International Logistics Limited, a Delaware corporation (the “Company”), at a purchase price per share equal to $45.00 (U.S.) (the “Warrant Purchase Price”) upon surrender of this Warrant at the principal office of the Company, and payment of such purchase price by bank check, cashier’s check, certified check, wire transfer or by a cashless exercise as set forth in Section 2.B.2. below. The Warrant Purchase Price shall be effective as of the Effective Date.

This Warrant is issued by the Company in connection with the closing of the transactions contemplated by the Option Agreement (as defined herein).  The terms and conditions oftheWarrant are set forth herein. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Stockholders Agreement (as defined herein).

SECTION 1

Definitions

“Business Day” means any day other than a Saturday, a Sunday, or any day on which commercial banks in the city of Chicago, Illinois are authorized or required by law to close.

“Common Stock” means (i) any shares of the Common Stock of the Company, $.001 par value per share, authorized on the date of the original issue of this Warrant or (ii) in the event that the outstanding Common Stock is hereafter changed into or exchanged for different stock or securities of the Company, such other stock or securities.

“Effective Date” means the date on which the Company acquires 100% of the ordinary shares and other equity interests in LEP International Worldwide Limited, a corporation registered under the laws of England, that are currently beneficially owned by Jack Wasp.

“Expiration Date” means December 31, 2007.

“Fair Market Value” shall mean the amount obtained bydividing (A) (EBITDA X5) - - (Debt - CA) by (B) the number of shares of Common Stock outstanding plus the number of shares subject to options and warrants (to the extent such options and warrants are exercisable at an exercise price below Fair Market Value) on the valuation date. For the purpose of this definition only:  “EBITDA” means the Company’s consolidated earnings before interest, taxes, depreciation and amortization for the four fiscal quarters of the Company ending on the last day of the

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fiscal quarter immediately preceding the valuation date, computed in accordance with generally accepted accounting principles; “Debt” means any current or long-term indebtedness of the Company as of the last day of the fiscal quarter immediately preceding the valuation date (including capitalized lease obligations and accrued but unpaid interest), as set forth on the Company’s consolidated balance sheet (prepared in accordance with generally accepted accounting principles); and “CA” means the Company’s consolidated cash and cash equivalents on hand as of the last day of the fiscal quarter immediately preceding the valuation date, including, without limitation, payments that have been received or will be received upon the exercise of options and warrants to the extent such options and warrants are exercisable at an exercise price below Fair Market Value as set forth on its consolidated balance sheet (prepared in accordance with generally accepted accounting principles).

“Family Member” means (a) to the extent alive at the time of determination, Jack Wasp, his spouse, his siblings, his children, his childrens’ spouses, his grandchildren or his grandchildrens’ spouses or (b) any trust of which the sole beneficiaries are, at the time of determination, one or more of the foregoing.

“Initial Public Offering” means the first underwritten public offering of Common Stock by the Company pursuant to a registration of shares under the Securities Act on a Form S-1 Registration Statement (or equivalent or successor form).

“OCM” means OCM Principal Opportunities Fund, L.P., a Delaware limited partnership.

“OCM Affiliates” means any investor in or any employee of OCM or Oaktree Capital Management, LLC (“Oaktree”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which the OCM or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Option Agreement” means the Option Agreement dated as of May 29, 1997, by and among the Company, Jack Wasp and Hera Ventures Limited, a company organized under the laws of the Bahamas.

“Qualified Sale” shall mean (i) any sale of all or substantially all of the assets of the Company to any entity or (ii) any sale, merger or liquidation of the Company with or into any entity other than to or with OCM, TCW, WES&S, an OCM Affiliate, a TCW Affiliate or a WES&S Affiliate whereby such entity or the holders of a majority of the voting stock thereof

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shall obtain (A) at least a majority of the voting stock of the surviving entity and (B)the right to elect a majority of the surviving entity’s board of directors.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Effective Date, by and among the Company and each of the Investors listed on exhibit A thereto, as the same may be amended from time to time.

“Securities Act” means the Securities Act of 1933, as amended and as the same may be amended from time to time.

“Simon Entity” means Logistical Simon, L.L.C., a Delaware limited liability corporation, WESINVEST Inc., a Delaware corporation, or William E. Simon &Sons, L.L.C., a Delaware limited liability company.

“Stockholders Agreement” means the Second Amended and Restated Stockholders Agreement dated as of November 7, 1996, by and among the Company and each of the other Holders listed on exhibit A thereto, as the same may be amended from time to time.

“TCW” means TCW Special Credits Fund V - - The Principal Fund, a California limited partnership.

“TCW Affiliates” means any investor in or any employee of TCW, TCW Asset Management Company, a California corporation (“TAMCO”), Trust Company of the West, a California trust company (“Trustco”) or Oaktree, or in any company, joint venture, limited liability company, association or partnership of which TCW, TAMCO, Trustco or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Trading Price” means the trading price for each such trading day: (a) if the Common Stock is traded on a national securities exchange in the United States of America, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, the last reported sale price on such national securities exchange on the next preceding Business Day on which there was a sale, all as made available over the Consolidated Last Sale Reporting System of the CTA Plan (the “CLSRS”) or, if the Common Stock is not then eligible for reporting over the CLSRS, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, on the next preceding Business Day on which there was a sale on such exchange or (b) if the principal market for the Common Stock is the over-the-counter market in the United States of America, but the Common Stock is not then eligible for reporting over the CLSRS, but the Common Stock is quoted on the National

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Association of Securities Dealers Automated Quotations System (“NASDAQ”), the last sale price reported on NASDAQ on the preceding Business Day or, if the Common Stock is an issue for which last sale prices are not reported on NASDAQ, the closing bid quotation on such day, but in each of the next preceding two cases, if the relevant NASDAQ price or quotation did not exist on such day, then the price or quotation on the next preceding Business Day in which there was such a price or quotation.

“WES&S Affiliate”  means any Simon Entity or any partnership, limited liability company or corporation that directly or indirectly, through one or more intermediaries, has control of,is controlled by or is under common control with (i) any Simon Entity or (ii) any shareholder, partner or member of a Simon Entity or any such shareholder’s, partner’s or member’s spouse, siblings, children, children’s spouses, grandchildren or their spouses or any trusts for the benefit of any of the foregoing.

“Warrant Purchase Price” has the meaning assigned to that term in the introductory paragraph hereof.

“Warrant Shares” means the shares of Common Stock purchased or purchasable by the Warrantholder upon the exercise of the Warrant pursuant to Section 2 hereof.

“Warrantholder” means the registered holder of the Warrant and any related Warrant Shares.

SECTION 2

Exercise

A.            General. The Warrantholder shall be entitled to exercise the Warrant on the first Business Day immediately following the Effective Date, in whole or in part, at any time or from time to time on or before 5:00 p.m., Chicago, Illinois time, on the Expiration Date.

B.            Manner of Exercise.  The Warrantholder may exercise the Warrant, in whole or in part, by either of the following methods:

1.             The Warrantholder shall complete one of the Subscription Forms attached hereto, and deliver it to the Company, at its principal offices located at 330 S. Mannheim Road, Hillside, IL 60162, Attention: Chief Executive Officer (or at such other location as the Company may designate by notice in writing to the Warrantholder), together with the Warrant and

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either a certified check, a bank cashier’s check or wire transfer, in an amount in U.S.Dollars equal to the then aggregate Warrant Purchase Price of the shares of Common Stock being purchased;  or

2.             The Warrantholder may, alternatively at its election, exercise this Warrant, in whole or in part, in a “cashless” exercise by delivering to the Company, at its principal offices located at 330 S. Mannheim Road, Hillside, IL 60162, Attention: Chief Executive Officer (or at such other location as the Company may designate by notice in writing to the Warrantholder), (i) one of the Subscription Forms attached hereto, which notice shall specify the number of Warrant Shares to be delivered to such Warrantholder and the number of Warrant Shares with respect to which this Warrant is being surrendered in payment of the aggregate Warrant Purchase Price for the Warrant Shares to be delivered to the Warrantholder, and (ii) the Warrant. For purposes of this cashless exercise provision, each Warrant Share as to which the Warrant is surrendered will be attributed the following per share value:  (i) prior to an Initial Public Offering (other than in the context of a Qualified Sale), at the Fair Market Value;  (ii) prior to an Initial Public Offering and in the context of a Qualified Sale, the per share consideration received by the stockholders with respect to their outstanding shares of Common Stock; (iii) concurrently with an Initial Public Offering, a value equal to the Initial Public Offering offer price per share to the public; or (iv) subsequent to an Initial Public Offering, a value per share equal to the average Trading Price of the Company’s Common Stock for the twenty (20) preceding trading days ending on the day prior to the date on which the request for cashless exercise is received by the Company. Notwithstanding the foregoing, commencing on the day after the Initial Public Offering through the twentieth trading day following the Initial Public Offering, the Warrantholder shall not be permitted to make a cashless exercise pursuant to this Section 2.A.2  The Warrantholder may, in good faith, challenge the Fair Market Value calculation and require that the Fair Market Value be determined by the Company’s independent auditors in the manner set forth in the definition section. The result of such Fair Market Value determination shall be binding on the Company and the Warrantholder. The costs and expenses associated with determination of any of the preceding valuations shall be borne by the Company. Cashless exercises shall be permitted only to the extent that such exercise is permitted by the terms of the Company’s indebtedness.

Upon receipt thereof by the Company in a form duly completed in compliance with the terms of this Warrant, the Warrantholder shall be deemed to be a holder of record of the shares of Common Stock specified in said Subscription Form, and

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the Company shall, as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be delivered to the Warrantholder a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Subscription Form.  Each stock certificate so delivered shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, subject to compliance with federal and state securities laws, the securities and other applicable laws of the jurisdiction of residence of the Warrantholder or any transferee and the provisions of Section 4 (a) hereof as to the transfer of Warrant Shares. At no time shall the Company be required to issue any Common Stock pursuant hereto if such issuance would violate any applicable federal, state or foreign securities laws. Before being required to issue any Common Stock to the Warrantholder or in the name of any person other than the registered Warrantholder, the Company may require the Warrantholder (i) to execute a subscription agreement in form and substance similar to the subscription agreement executed in connection with the issuance of this Warrant or (ii) only if the Warrantholder is unable to execute such subscription agreement in a form reasonably acceptable to the Company, to provide, at the Warrantholder’s expense, an opinion of counsel satisfactory to the Company that any such issuance is exempt from registration or qualification under the federal and state securities laws and the securities and other applicable laws of the jurisdiction of residence of the Warrantholder or any transferee. If the Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to the Warrantholder a like Warrant representing the right to purchase the remaining number of shares purchasable thereunder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the name of the Warrantholder or its permitted assigns, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the Warrantholder to the Company at the time of delivering the Warrant to the Company as mentioned above.

C.            Transfer Restriction Legend.  The Warrant and each certificate for Warrant Shares issued upon exercise or conversion of the Warrant, unless at the time of exercise or conversion such Warrant Shares are registered under the Securities Act, shall bear the legends described in Section 10(a) of the Stockholders Agreement.

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SECTION 3

Ownership and Exchange of the Warrant

A.            Registered Holder.  The Company may deem and treat the person in whose name the Warrant is registered as the holder and owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of the Warrant for exchange as provided in this Section 3.

B.            Exchange and Replacement.  The Warrant is exchangeable upon the surrender thereof by the Warrantholder to the Company at its principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Warrantholder at the time of surrender. The Company will issue a replacement certificate for the Warrant upon the loss, theft, destruction or mutilation thereof pursuant to Section 10 (b) of the Stockholders Agreement. The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange or replacement. Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the Warrant pursuant to this Section 3.

C.            Cancellation and Replacement.  Upon notice to the Warrantholder, this Warrant may be redeemed upon cancellation for no consideration as to all or any portion of the warrants underlying this Warrant or any Warrant Shares issued upon exercise of this Warrant pursuant to Section 9.3 of the Option Agreement. To the extent that only a portion of this Warrant is cancelled pursuant to Section 9.3of the Option Agreement, the Company, upon receipt of this Warrant, shall promptly deliver to the Warrantholder a new Warrant of like tenor and date representing in the aggregate the right to purchase the balance of the Warrants not cancelled pursuant to Section 9.3 of the Option Agreement.

SECTION 4

Transfer of Warrant or Warrant Shares

A.            General Provisions.  The Warrant shall not be transferable. Notwithstanding the foregoing sentence, the Warrantholder may transfer, including by inter vivos transfer, by

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will or under the laws of descent and distribution (each a “Transfer”), all or any portion of this Warrant to any natural Person who is a Family Member; provided, that no Warrantholder may make a Transfer to any natural Person who is a Family Member unless such Family Member shall comply with and agree to be bound by the terms and provisions of this Warrant, the Stockholders Agreement and the Registration Rights Agreement. Subject to the restrictions of the Stockholders Agreement, any Warrants transferred pursuant to this Section 4 may subsequently be transferred back to a Person who had previously been the initial Warrantholder. The related Warrant Shares shall not be transferable except in accordance with the terms and conditions specified in the Stockholders Agreement. The Company shall not, and shall not permit any transfer agent or registrar for any shares of the Company’s capital stock to, transfer upon the books of the Company any shares of the Company’s capital stock originally issued hereunder or pursuant hereto in any manner except in accordance with this provision or the terms and provisions of the Stockholders Agreement, and any purported transfer not in compliance herewith or the Stockholders Agreement shall be null and void.

B.            Registration Rights. The Company has agreed to provide certain piggyback registration rights in respect of the Warrant Shares, the terms and conditions of which are set forth in the Registration Rights Agreement.  Upon any transfer of any Warrant Shares in accordance with the provisions of the Stockholders Agreement (other than transfers made after an initial public offering), the registration rights pertaining thereto may be transferred, pursuant to the terms and provisions of Section 10 of the Registration Rights Agreement, upon giving notice to the Company and by the transferee’s agreement to be bound by the provisions of the Stockholders Agreement.

C.            Change of Control. Upon a Change of Control (as defined below) in Hera Ventures Limited, a company organized under the laws of the Bahamas (“Hera”), this Warrant shall be forfeited and cancelled.  For the purpose of this Section 4(c), “Change of Control” means: (A) any sale or Transfer by Jack Wasp of any of his beneficial ownership in the equity securities of Hera to any Person other than a Family Member or to a Family Member who does not agree to be bound by the terms of this Warrant, the Registration Rights Agreement and the Stockholders Agreement or (B) any sale or Transfer of all or substantially all of the assets of Hera to any Person other than a Family Member, including, any sale or Transfer of any part of this Warrant in contravention of this Warrant or the Stockholders Agreement which has not been abrogated, revoked or rescinded by either of Hera or Wasp within thirty (30) days after the date of such sale or Transfer.

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SECTION 5

Anti-Dilution Provisions

A.            Stock Splits and Reverse Splits.  In the event that the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Warrant Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced and the number ofWarrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common Stock of the Company shall at any time be combined into a smaller number of shares, the Warrant Purchase Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced. Except as provided in this Section 5.A, no adjustment in the Warrant Purchase Price and no change in the number of Warrant Shares purchasable shall be made under this Section 5 as a result of or by reason of any such subdivision or combination.

B.            Reorganization and Asset Sales.  Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply:

1.             As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.B), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place.

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2.             In the event of a merger or consolidation of the Company with orinto another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company.

3.             The Company shall not effect any such consolidation,merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder at the last address of the Warrantholder appearing onthe books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.

C.            Notice of Adjustment.  Whenever the Warrant Purchase Price and the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted as herein provided, or the rights of the Warrantholder shall change by reason of other events specified herein, the Company shall compute the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares in accordance with the provisions hereof and shall prepare a certificate signed by its President, Vice President, Treasurer or Secretary setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares issuable upon the exercise of this Warrant thereafter or specifying the other shares of stock, securities or assets receivable as a result of such change in rights, and showing in reasonable detail the facts and calculations upon which such adjustments or other changes are based, including a statement of the consideration received or to be received by the Company for, and the amount of, any Common Stock, options and convertible securities issued since the last such adjustment or change (or since the date hereof in the case of the first adjustment or change). The Company shall cause to be mailed to the Warrantholder copies of such officer’s certificate together with a notice stating that the Warrant Purchase Price and the number of Warrant Shares purchasable upon exercise of this Warrant have been adjusted and setting forth the

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adjusted Warrant Purchase Price and the adjusted number of Warrant Shares purchasable upon the exercise of this Warrant.

SECTION 6

Notices

All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers:

If to the Company, to:

International Logistics Limited

330 S. Mannheim Rd.

Hillside, Illinois 60612

Facsimile No.: (708) 547-4524

Attn:  Chief Executive Officer

with a copy to:

Milbank, Tweed, Hadley & McCloy

601 S. Figueroa St.,

Suite 3100

Los Angeles, California 90017

Facsimile No.: (213) 629-5063

Attn:  Eric H. Schunk, Esq.

If to Warrantholder, to:

Providence House

East Hill Street

P.O. Box No. 3944

Nassau, Bahamas

Facsimile No.:  011-44-181-748-6558

with a copy to:

Jack Wasp

Lyndale

Becket Wood

Mill Lane

Newdigate

Surrey RH5 SAQ

United Kingdom

Facsimile No.:  011-44-130-663-1147

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with a copy to:

Troutman Sanders LLP

600 Peachtree Street, N.E., Suite 5200

Atlanta, Georgia  30308-2216

Facsimile No.:  (404) 885-3900

Attn:  John C. Beane, Esq.

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 6, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section 6,be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section 6, be deemed given upon receipt. Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

SECTION 7

No Rights as Stockholder; Limitation of Liability

The Warrant shall not entitle the Warrantholder to any of the rights of a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Warrantholder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the Warrant Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

SECTION 8

Company Representations

This Warrant is duly authorized, validly issued and outstanding, fully paid and nonassessable. The Company will at all times reserve and keep available out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of this Warrant, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of the Warrant. All shares of Common Stock issuable upon the exercise of the Warrant shall be duly authorized, validly issued, fully paid and nonassessable. The delivery of this Warrant to the Warrantholder will transfer to Warrantholder good and valid title to this Warrant, free and clear of all liens, charges, security interests, adverse claims or other encumbrance of any kind of any

13

person claiming through the Company.  This Warrant has been duly executed and delivered by the Company and constitutes alegal, valid and enforceable obligation of the Company, except that such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law). The execution and delivery by the Company of this Warrant and the issuance of the Warrant Shares upon the exercise of the Warrant does not and will not violate, or result in a breach of, or constitute a default under, or require any consent under, the certificate of incorporation, the bylaws or other governing documents of the Company, or any currently applicable law or governmental rule.

SECTION 9

Miscellaneous

This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to principles of conflict of laws. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party (or any predecessor in interest thereof) against which enforcement of the same is sought. The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

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WITNESS the due execution of this Warrant by a duly authorized officer of the Company.

INTERNATIONAL LOGISTICS LIMITED a Delaware corporation
By:	/s/ Roger E. Payton
	Roger E. Payton
	President and
	Chief Executive Officer

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FULL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Full)

The undersigned hereby exercises the right to purchase                 shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $                (U.S.), or hereby surrenders                 Warrant Shares valued at $                (U.S.) per share as payment therefor, representing an amount equal to the aggregate Warrant Purchase Price of the shares of Common Stock being purchased as of the date of this Certificate. Certificates for such shares shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated: , .

[Signature]

Address:

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PARTIAL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Part)

The undersigned hereby exercises the right to purchase                 shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $                (U.S.), or hereby surrenders                 Warrant Shares valued at $                (U.S.) per share as payment therefor, representing an amount equal to the aggregate Warrant Purchase Price of the shares of Common Stock being purchased as of the date of this Certificate. Certificates for such shares and a new Warrant of like tenor and date for the balance of the shares not subscribed for and not surrendered shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated: , .

[Signature]

Address:

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EX-4.6

Exhibit 4.6

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO CANCELLATION PURSUANT TO THE OPTION AGREEMENT DATED MAY 29, 1997 AND ARE SUBJECT TO A SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 7, 1996, A REGISTRATION RIGHTS AGREEMENT AND A SUBSCRIPTION, AGREEMENT EACH DATED AS OF THE EFFECTIVE DATE, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY. SUCH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS.  ANY SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED OR QUALIFIED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ANY STATE SECURITIES LAW OR ANY FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW OF ANY JURISDICTION OUTSIDE THE UNITED STATES, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT, ANY APPLICABLE STATE SECURITIES LAW AND ANY APPLICABLE FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

No. 28	Warrant to Purchase
	5,861 Shares Dated as of the Effective Date (as defined below)

WARRANT

To Purchase Common Stock of

INTERNATIONAL LOGISTICS LIMITED

Purchase Price of Common Stock:	Purchase price per share   as set forth below
	(subject to adjustment as described herein).

THIS WARRANT CERTIFIES that, for value received, Cotech Company Inc., a company organized under the laws of the British Virgin Islands, or registered assigns is entitled, on the first Business Day immediately following the Effective Date (as defined herein) and prior to the close of business in Chicago, Illinois on the Expiration Date (as defined herein), to purchase 5,861 shares of Common Stock in International Logistics Limited, a Delaware corporation (the “Company”), at a purchase price per share equal to $45.00 (U.S.) (the “Warrant Purchase Price”) upon surrender of this Warrant at the principal office of the Company, and payment of such purchase price by bank check, cashier’s check, certified check, wire transfer or by a cashless exercise as set forth in Section 2.B.2, below. The Warrant Purchase Price shall be effective as of the Effective Date.

This Warrant is issued by the Company in connection with the closing of the transactions contemplated by the Option Agreement (as defined herein). The terms and conditions of the Warrant are set forth herein. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Stockholders Agreement (as defined herein).

SECTION 1

Definitions

“Business Day” means any day other than a Saturday, a Sunday, or any day on which commercial banks in the city of Chicago, Illinois are authorized or required by law to close.

“Common Stock” means (i) any shares of the Common Stock of the Company, $.001 par value per share, authorized on the date of the original issue of this Warrant or (ii) in the event that the outstanding Common Stock is hereafter changed into or exchanged for different stock or securities of the Company, such other stock or securities.

“Effective Date” means the date on which the Company acquires 100% of the ordinary shares and other equity interests in LEP International Worldwide Limited, a corporation registered under the laws of England, that are currently beneficially owned by Wolfgang Hollermann.

“Expiration Date” means December 31, 2007.

“Fair Market Value” shall mean the amount obtained by dividing (A) (EBITDA X 5) - (Debt - - CA) by (B) the number of shares of Common Stock outstanding plus the number of shares subject to options and warrants (to the extent such options and

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warrants are exercisable at an exercise price below Fair Market Value) on the valuation date. For the purpose of this definition only:  “EBITDA” means the Company’s consolidated earnings before interest, taxes, depreciation and amortization for the four fiscal quarters of the Company ending on the last day of the fiscal quarter immediately preceding the valuation date, computed in accordance with generally accepted Accounting principles; “Debt” means any current or long-term indebtedness of the Company as of the last day of the fiscal quarter immediately preceding the valuation date (including capitalized lease obligations and accrued but unpaid interest), as set forth on the Company’s consolidated balance sheet (prepared in accordance with generally accepted accounting principles); and “CA” means the Company’s consolidated cash and cash equivalents on hand as of the last day of the fiscal quarter immediately preceding the valuation data, including, without limitation, payments that have bean received or will be received upon the exercise of options and warrants to the extent such options and warrants are exercisable at an exercise price below Fair Market Value as set forth on its consolidated balance sheet (prepared in accordance with generally accepted accounting principles).

“Family Member” means (a) to the extent alive at the time of determination, Wolfgang Hollermann, his spouse, his siblings, his children, his childrens’ spouses, his grandchildren or his grandchildrens’ spouses or (b) any trust of which the sole beneficiaries are, at the time of determination, one or more of the foregoing.

“Initial Public Offering” means the first underwritten public offering of Common Stock by the Company pursuant to a registration of shares under the Securities Act on a Form S-1 Registration Statement (or equivalent or successor form).

“OCM” means OCM Principal Opportunities Fund, L.P., a Delaware limited partnership.

“OCM Affiliates” means any investor in or any employee of OCM or Oaktree Capital Management, LLC (“Oaktree”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which the OCM or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Option Agreement” means the Option Agreement dated as of May 29, 1997, by and among the Company, Wolfgang Hollermann and Cotech Company Inc., a company organized under the laws of the British Virgin Islands.

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“Qualified Sale” shall mean (i) any sale of all or substantially all of the assets of the Company to any entity or (ii) any sale, merger or liquidation of the Company with or into any entity other than to or with OCM, TCW, WES&S, an OCM Affiliate, a TCW Affiliate or a WES&S Affiliate whereby such entity or the holders of a majority of the voting stock thereof shall obtain (A) at least a majority of the voting stock of the surviving entity and (B) the right to elect a majority of the surviving entity’s board of directors.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Effective Date, by and among the Company and each of the Investors listed on exhibit A thereto, as the same may be amended from time to time.

“Securities Act” means the Securities Act of 1933, as amended and as the same may be amended from time to time.

“Simon Entity” means Logistical Simon, L.L.C., a Delaware limited liability corporation, WESINVEST, Inc., a Delaware corporation, or William E. Simon & Sons, L.L.C., a Delaware limited liability company.

“Stockholders Agreement” means the Second Amended and Restated Stockholders Agreement dated as of November 7, 1996, by and among the Company and each of the other Holders listed on exhibit A thereto, as the same may be amended from time to time.

“TCW” means TCW Special Credits Fund V - The Principal Fund, a California limited partnership.

“TCW Affiliates” means any investor in or any employee of TCW, TCW Asset Management Company, a California corporation (“TAMCO”), Trust Company of the West, a California trust company (“Trustco”) or Oaktree, or in any company, joint venture, limited liability company, association or partnership of which TCW, TAMCO, Trustco or Oaktree, is a shareholder, manager or general partner, as the case may be.

“Trading Price” means the trading price for each such trading day: (a) if the Common Stock is traded on a national securities exchange in the United States of America, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, the last reported sale price on such national securities exchange on the next preceding Business Day on which there was a sale, all as made available over the Consolidated Last Sale Reporting System of the CTA Plan (the “CLSRS”) or, if the Common Stock is not then eligible for reporting over the CLSRS, its last reported sale price on the preceding Business Day on such

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national securities exchange or, if there was no sale on that day, on the next preceding Business Day on which there was a sale on such exchange or (b) if the principal market for the Common Stock is the over-the-counter market in the United States of America, but the Common Stock is not then eligible for reporting over the CLSRS, but the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”) the last sale price reported on NASDAQ on the preceding Business Day or, if the Common Stock is an issue for which last sale prices are not reported on NASDAQ, the closing bid quotation on such day, but in each of the next preceding two cases, if the relevant NASDAQ price or quotation did not exist on such day, then the price or quotation on the next preceding Business Day in which there was such a price or quotation.

“WES&S Affiliate” means any Simon Entity or any partnership, limited liability company or corporation that directly or indirectly, through one or more intermediaries, has control of, is controlled by or is under common control with (i) any Simon Entity or (ii) any shareholder, partner or member of a Simon Entity or any such shareholder’s, partner’s or member’s spouse, siblings, children, children’s spouses, grandchildren or their spouses or any trusts for the benefit of any of the foregoing.

“Warrant Purchase Price” has the meaning assigned to that term in the introductory paragraph hereof.

“Warrant Shares” means the shares of Common Stock purchased or purchasable by the Warrantholder upon the exercise of the Warrant pursuant to Section 2 hereof.

“Warrantholder” means the registered holder of the Warrant and any related Warrant Shares.

SECTION 2

Exercise

A.General.  The Warrantholder shall be entitled to exercise the Warrant on the first Business Day immediately following the Effective Date, in whole or in part, at any time or from time to time on or before 5:00 p.m., Chicago, Illinois time, on the Expiration Date.

B.Manner of Exercise.  The Warrantholder may exercise the Warrant, in whole or in part, by either of the following methods:

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1.The Warrantholder shall complete one of the Subscription Forms attached hereto, and deliver it to the Company, at its principal offices located at 330 S. Mannheim Road, Hillside, IL 60162, Attention: Chief Executive Officer (or at such other location as the Company may designate by notice in writing to the Warrantholder), together with the Warrant and either a certified check, a bank cashier’s check or wire transfer, in an amount in U.S. Dollars equal to the then aggregate Warrant Purchase Price of the shares of Common Stock being purchased; or

2.The Warrantholder may, alternatively at its election, exercise this Warrant, in whole or in part, in a “cashless” exercise by delivering to the Company, at its principal offices located at 330 S. Mannheim Road, Hillside, IL 60162, Attention: Chief Executive Officer (or at such other location as the Company may designate by notice in writing to the Warrantholder), (i) one of the Subscription Forms attached hereto, which notice shall specify the number of Warrant Shares to be delivered to such Warrantholder and the number of Warrant Shares with respect to which this Warrant is being surrendered in payment of the aggregate Warrant Purchase Price for the Warrant Shares to be delivered to the Warrantholder, and (ii) the Warrant. For purposes of this cashless exercise provision, each Warrant Share as to which the Warrant is surrendered will be attributed the following per share value:  (i) prior to an Initial Public Offering (other than in the context of a Qualified Sale), at the Fair Market Value;  (ii) prior to an Initial Public Offering and in the context of a Qualified Sale, the per share consideration received by the stockholders with respect to their outstanding shares of Common Stock; (iii) concurrently with an Initial Public Offering, a value equal to the Initial Public Offering offer price per share to the public; or (iv) subsequent to an Initial Public Offering, a value per share equal to the average Trading Price of the Company’s Common Stock for the twenty (20) preceding trading days ending on the day prior to the date on which the request for cashless exercise is received by the Company. Notwithstanding the foregoing, commencing on the day after the Initial Public Offering through the twentieth trading day following the Initial Public Offering, the Warrantholder shall not be permitted to make a cashless exercise pursuant to this Section 2.A.2. The Warrantholder may, in good faith, challenge the Fair Market Value calculation and require that the Fair Market Value be determined by the Company’s independent auditors in the manner set forth in the definition section. The result of such Fair Market Value determination shall be binding on the Company and the Warrantholder. The costs and expenses associated with determination of any of the preceding valuations shall be borne by the Company. Cashless exercises shall be permitted only

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to the extent that such exercise is permitted by the terms of the Company’s indebtedness.

Upon receipt thereof by the Company in a form duly completed in compliance with the terms of this Warrant, the Warrantholder shall be deemed to be a holder of record of the shares of Common Stock specified in said Subscription Form, and the Company shall, as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be delivered to the Warrantholder a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Subscription Form. Each stock certificate so delivered shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, subject to compliance with federal and state securities laws, the securities and other applicable laws of the jurisdiction of residence of the Warrantholder or any transferee and the provisions of Section 4(a) hereof as to the transfer of Warrant Shares. At no time shall the Company be required to issue any Common Stock pursuant hereto if such issuance would violate any applicable federal, state or foreign securities laws. Before being required to issue any Common Stock to the Warrantholder or in the name of any person other than the registered Warrantholder, the Company may require the Warrantholder (i) to execute a subscription agreement in form and substance similar to the subscription agreement executed in connection, with the issuance of this Warrant or (ii) only if the Warrantholder is unable to execute such subscription agreement in a form reasonably acceptable to the Company, to provide, at the Warrantholder’s expense, an opinion of counsel satisfactory to the Company that any such issuance is exempt from registration or qualification under the federal and state securities laws and the securities and other applicable laws of the jurisdiction of residence of the Warrantholder or any transferee. If the Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to the Warrantholder a like Warrant representing the right to purchase the remaining number of shares purchasable thereunder. The company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the name of the Warrantholder or its permitted assigns, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the Warrantholder to the Company at the time of delivering the Warrant to the Company as mentioned above.

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C.Transfer Restriction Legend. The Warrant and each certificate for Warrant Shares issued upon exercise or conversion of the Warrant, unless at the time of exercise or conversion such Warrant Shares are registered under the Securities Act, shall bear the legends described in Section 10(a) of the Stockholders Agreement.

SECTION 3

Ownership and Exchange of the Warrant

A.Registered Holder. The Company may deem and treat the person in whose name the Warrant is registered as the holder and owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of the Warrant for exchange as provided in this Section 3.

B.Exchange and Replacement. The Warrant is exchangeable upon the surrender thereof by the Warrantholder to the Company at its principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Warrantholder at the time of surrender. The Company will issue a replacement certificate for the Warrant upon the loss, theft, destruction or mutilation thereof pursuant to Section 10.(b) of the Stockholders Agreement. The Warrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange or replacement. Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the Warrant pursuant to this Section 3.

C.Cancellation and Replacement. Upon notice to the Warrantholder, this Warrant may be redeemed upon cancellation for no consideration as to all or any portion of the warrants underlying this Warrant or any Warrant Shares issued upon exercise of this Warrant pursuant to Section 9.3 of the Option Agreement. To the extent that only a portion of this Warrant is cancelled pursuant to Section 9.3 of the Option Agreement, the Company, upon receipt of this Warrant, shall promptly deliver to the Warrantholder a new Warrant of like tenor and date representing in the aggregate the right to purchase the balance of the Warrants not cancelled pursuant to Section 9.3 of the Option Agreement.

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SECTION 4

Transfer of Warrant or Warrant Shares

A.General Provisions. The Warrant shall not be transferable. Notwithstanding the foregoing sentence, the Warrantholder may transfer, including by inter vivos transfer, by will or under the laws of descent and distribution (each a “Transfer”), all or any portion of this Warrant to any natural Person who is a Family Member; provided, that no Warrantholder may make a Transfer to any natural Person who is a Family Member unless such Family Member shall comply with and agree to be bound by the terms and provisions of this Warrant, the Stockholders Agreement and the Registration Rights Agreement. Subject to the restrictions of the Stockholders Agreement, any Warrants transferred pursuant to this Section 4 may subsequently be transferred back to a Person who had previously been the initial Warrantholder. The related Warrant Shares shall not be transferable except in accordance with the terms and conditions specified in the stockholders Agreement. The Company shall not, and shall not permit any transfer agent or registrar for any shares of the Company’s capital stock to, transfer upon the books of the Company any shares of the Company’s capital stock originally issued hereunder or pursuant hereto in any manner except in accordance with this provision or the terms and provisions of the Stockholders Agreement, and any purported transfer not in compliance herewith or the Stockholders Agreement shall be null and void.

B.Registration Rights. The Company has agreed to provide certain piggyback registration rights in respect ofthe Warrant Shares, the terms and conditions of which are set forth in the Registration Rights Agreement. Upon any transfer of any Warrant Shares in accordance with the provisions of the Stockholders Agreement (other than transfers made after an initial public offering), the registration rights pertaining thereto may be transferred, pursuant to the terms and provisions of Section 10 of the Registration Rights Agreement, upon giving notice to the Company and by the transferee’s agreement to be bound by the provisions of the Stockholders Agreement.

C.Change of Control. Upon a Change of Control (as defined below) in Cotech Company, Inc., a company organized under the laws of the British Virgin Islands (“Cotech”), this Warrant shall be forfeited and cancelled. For the purpose of this Section 4(c), “Change of Control” means: (A) any sale or Transfer by Wolfgang Hollermann of any of his beneficial ownership in the equity securities of Cotech to any Person other than a Family Member or to a Family Member who does not agree to be bound by the terms of this Warrant, the Registration Rights Agreement and

9

the Stockholders Agreement or (B) any sale or Transfer of all or substantially all of the assets of Cotech to any Person other than a Family Member, including, any sale or Transfer of any part of this Warrant in contravention of this Warrant or the Stockholders Agreement which has not been abrogated, revoked or rescinded by either of Cotech or Hollermann within thirty (30) days after the date of such sale or Transfer.

SECTION 5

Anti-Dilution Provisions

A.Stock Splits and Reverse Splits. In the event that the Company shall at any time subdivide its outstanding shares of Common stock into a greater number of shares, the Warrant Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common Stock of the Company shall at any time be combined into a smaller number of shares, the Warrant Purchase Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced.  Except as provided in this Section 5.A, no adjustment in the Warrant Purchase Price and no change in the number of Warrant Shares purchasable shall be made under this Section 5 as a result of or by reason of any such subdivision or combination.

B.Reorganisation and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply:

1.As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.B), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock,

10

securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place.

2.In the event of a merger or consolidation of the Company with or into another corporation as aresult of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common stock of the Company.

3.The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new Warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.

C.Notice of Adjustment. Whenever the Warrant Purchase Price and the number of Warrant Shares issuable upon the exercise ofthis Warrant shall be adjusted as herein provided, or the rights of the Warrantholder shall change by reason of other events specified herein, the Company shall compute the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares in accordance with the provisions hereof and shall prepare a certificate signed by its President, Vice President, Treasurer or Secretary setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares issuable upon the exercise of this Warrant thereafter or specifying the other shares of stock, securities or assets receivable as a result of such change in rights, and showing in reasonable detail the facts and calculations upon which such adjustments or other changes are based, including a statement of the consideration received or to be received by the Company for, and the amount of, any Common Stock, options and convertible securities issued since the last

11

such adjustment or change (or since the date hereof in the case of the first adjustment or change).  The Company shall cause to be mailed to the Warrantholder copies of such officer’s certificate together with a notice stating that the Warrant Purchase Price and the number of Warrant Shares purchasable upon exercise of this Warrant have been adjusted and setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares purchasable upon the exercise of this Warrant.

SECTION 6

Notices

All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid)  to the parties at the following addresses or facsimile numbers:

If to the Company, to:

International Logistics Limited
330 S. Mannheim Rd.
Hillside, Illinois 60612
Facsimile No.:  (708) 547-4524
Attn:  Chief Executive Officer

with a copy to:

Milbank, Tweed, Hadley & McCloy
601 S. Figueroa St.,
Suite 3100
Los Angeles, California 90017
Facsimile No.:  (213) 629-5063
Attn: Eric H. Schunk, Esq.

If to Warrantholder, to:

Cotech Company Inc.

% Wolfgang Hollerman

F1 Henredon Court

8 Shouson Hill Road,

Hong Kong

Facsimile No.:  011-852-27917443

with a copy to:

Wolfgang Hollermann
Fl Henredon Court

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8 Shouson Hill Road,
Hong Kong
Facsimile No.:  011-852-27917443

with a copy to:

Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
Facsimile No.:  (404) 885-3900
Attn: John C. Beane, Esq.

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 6, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section 6, be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section 6, be deemed given upon receipt. Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

SECTION 7

No Rights as Stockholder; Limitation of Liability

The Warrant shall not entitle the Warrantholder to any of the rights of a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Warrantholder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the Warrant Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

SECTION 8

Company Representations

This Warrant is duly authorized, validly issued and outstanding, fully paid and nonassessable. The Company will at all times reserve and keep available out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of this Warrant, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of the Warrant. All shares of Common Stock issuable upon the exercise of the Warrant shall be duly authorized, validly issued, fully

13

paid and nonassessable. The delivery of this Warrant to the Warrantholder will transfer to Warrantholder good and valid title to this Warrant, free and clear of all liens, charges, security interests, adverse claims or other encumbrance of any kind of any person claiming through the Company. This Warrant has been duly executed and delivered by the Company and constitutes a legal, valid and enforceable obligation of the Company, except that such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law). The execution and delivery by the Company of this Warrant and the issuance of the Warrant Shares upon the exercise of the Warrant does not and will not violate, or result in a breach of, or constitute a default under, or require any consent under, the certificate of incorporation, the bylaws or other governing documents of the Company, or any currently applicable law or governmental rule.

SECTION 9

Miscellaneous

This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to principles of conflict of laws. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party (or any predecessor in interest thereof) against which enforcement of the same is sought. The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

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WITNESS the due execution of this Warrant by a duly authorized officer of the Company.

INTERNATIONAL LOGISTICS LIMITED
a Delaware corporation
By:	/s/ Roger E. Payton
	Roger E. Payton
	President and Chief Executive Officer

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FULL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder If It Desires to Exercise the Warrant in Full)

The undersigned hereby exercises the right to purchase                     shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $                     (U.S.), or hereby surrenders                   Warrant Shares valued at $             (U.S.) per share as payment therefor, representing an amount equal to the aggregate Warrant Purchase Price of the shares of Common Stock being purchased as of the date of this Certificate. Certificates for such shares shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated:                                        , 19   .
	[Signature]
	Address:

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PARTIAL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Part)

The undersigned hereby exercises the right to purchase                shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $                  (U.S), or hereby surrenders                 Warrant Shares valued at $                 (U.S.) per share as payment therefor, representing an amount equal to the aggregate Warrant Purchase Price of the shares of Common Stock being purchased as of the date of this Certificate. Certificates for such shares and a new Warrant of like tenor and date for the balance of the shares not subscribed for and not surrendered shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated:                                        , 19   .
	[Signature]
	Address:

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EX-4.7

Exhibit 4.7

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO A THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1997, A REGISTRATION RIGHTS AGREEMENT DATED JUNE 2, 1997 AND A SUBSCRIPTION AGREEMENT EACH DATED AS OF DECEMBER 31, 1997, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY.  SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS. ANY SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED OR QUALIFIED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY STATE SECURITIES LAW OR ANY FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW OF ANY JURISDICTION OUTSIDE THE UNITED STATES, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT. ANY APPLICABLE STATE SECURITIES LAW AND ANY APPLICABLE FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

No. 77

Warrant to Purchase

600 Shares Dated

as of December 31, 1997

WARRANT

To Purchase Common Stock of

INTERNATIONAL LOGISTICS LIMITED

Purchase Price of Common Stock:	Purchase price per share
	as set forth below
	(subject to adjustment as
	described herein).

THIS WARRANT CERTIFIES that, for value received, Abe Ranish, or registered assigns is, subject to the terms and conditions set forth herein, entitled, on the date hereof, and prior to the close of business in Chicago, Illinois on the Expiration Date (as defined herein), to purchase 600 shares of Common Stock in International Logistics Limited, a Delaware corporation (the “Company”) at a purchase price per share equal to $60.00 (U.S.) (the “Warrant Purchase Price”) upon surrender of this Warrant at the principal office of the Company, and payment of such purchase price by bank cashier’s check, certified check, wire transfer or by a cashless exercise as set forth in Section 2.B.2. below.

This Warrant is issued by the Company in connection with the execution of the Employment Agreement (as defined herein). The terms and conditions of the Warrant are set forth herein. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Stockholders Agreement (as defined herein).

SECTION 1

Definitions

“Business Day” means any day other than a Saturday, a Sunday, or any day on which commercial banks in the city of Chicago, Illinois are authorized or required by law to close.

“Common Stock” means (i) any shares of the Common Stock of the Company, $.001 par value per share, authorized on the date of the original issue of this Warrant or (ii) in the event that the outstanding Common Stock is hereafter changed into or exchanged for different stock or securities of the Company, such other stock or securities.

“EBITDA” for any period shall mean the net income (loss) of the Company for such periods on a consolidated basis as reported on the Company’s audited consolidated financial statements before deductions for interest, income taxes, depreciation and amortization as determined in accordance with United States generally accepted accounting principles consistently applied by the Company.

“Employment Agreement” means the Employment Agreement dated as of the date hereof, as amended, by and between Matrix and the Executive.

“Executive” means Abe Ranish.

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“Expiration Date” means November 7, 2006.

“Fair Market Value” shall mean the fair market value of the Company's Common Stock as determined in good faith by the board of directors of the Company on a fully-diluted basis without regard to liquidity or size relative to the number of shares outstanding; provided that such valuation shall ascribe value to warrants as the amount, if any, by which the value of the Common Stock underlying the warrant shall exceed the aggregate exercise price related thereto.

“Initial Public Offering” means the first underwritten public offering of Common Stock by the Company pursuant to a registration of shares under the Securities Act on a Form S-1 Registration Statement (or equivalent or successor form).

“Matrix” means Matrix International Logistics, Inc.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of June 2, 1997 by and among the Company and each of the Investors listed on Exhibit A thereto, as the same may be amended from time to time.

“Securities Act” means the Securities Act of 1933, as amended and as the same may be amended from time to time.

“Stockholders Agreement” means the Third Amended and Restated Stockholders Agreement dated as of September 30, 1997, by and among the Company and each of the other Holders listed on Exhibit A thereto, as the same may be amended from time to time.

“Trading Price” means the trading price for each such trading day:  (a) if the Common stock is traded on a national securities exchange in the United States of America, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, the last reported sale price on such national securities exchange on the next preceding Business Day on which there was a sale, all as made available over the Consolidated Last Sale Reporting System of the CTA Plan (the “CLSRS”) or, if the Common Stock is not then eligible for reporting over the CLSRS, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, on the next preceding Business Day on which there was a sale on such exchange or (b) if the principal market for the Common Stock is the over-the-counter market in the United States of America, but the Common Stock is not then eligible for reporting over the CLSRS. but the Common Stock is quoted on the National Securities Dealers Automated Quotations System (“NASDAQ”), the last sale price reported on NASDAQ on the

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preceding Business Day or, if the Common Stock is an issue for which last sale prices are not reported on NASDAQ, the closing bid quotation on such day, but in each of the next preceding two cases, if the relevant NASDAQ price or quotation did not exist on such day, then the price or quotation on the next preceding Business Day in which there was such a price or quotation.

“Warrant Purchase Price” has the meaning assigned to that term in the introductory paragraph hereof.

“Warrant Shares” means the shares of Common Stock purchased or purchasable by the Warrantholder upon the exercise of the Warrant pursuant to Section 2 hereof.

“Warrantholder” means the registered holder of the Warrant and any related Warrant Shares.

SECTION 2

Exerecise

A.General.

The Warrantholder shall be entitled to exercise the Warrant on the first Business Day immediately following the date hereof, in whole or in part, at any time or from time to time on or before 5:00 p.m., Chicago, Illinois time, on the Expiration Date; provided, however, that the Warrant shall be subject to vesting on the following basis;

(i)  if audited EBITDA is greater than or equal to $33.8 million for the fiscal year ending December 31, 1998, then this Warrant shall become vested as to 200 Warrant Shares on April 1, 1999;

(ii)  if audited EBITDA isgreater than or equal to $43.3 million for the fiscal year ending December 31, 1999, then this Warrant shall become vested as to 200 Warrant Shares as to which it had not been previously vested on April l, 2000; and

(iii)  if audited EBITDA is greater than or equal to $50.0 million for the fiscal year ending December 31, 2000, then this Warrant shall become vested as to 200 Warrant Shares as to which it had not been previously vested on April 1, 2001.

Notwithstanding anything to the contrary contained herein, if the Executive’s employment with Matrix is terminated without cause by

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Matrix pursuant to Section 5 (d) of the Employment Agreement, then any previously unvested portions of this Warrant shall automatically be deemed to be fully vested, provided that in the event that the Executive is terminated pursuant to Section 5(d) of the Employment Agreement following December 31 of any year with respect to which EBITDA targets are set forth above but prior to April 1 of the following year and the Company does not achieve the EBITDA target set forth above for such year, the unvested portion of this Warrant that would have vested on such April 1 shall not be deemed to have vested and shall expire. Any portion of this Warrant that does not vest on the applicable vesting date because the Company does not achieve the specified EBITDA targets will expire and shall in no event be exercisable by Executive.  The Warrant is not exercisable as to fractions of shares. Unvested portions of the Warrant shall be forfeited and cancelled as of the Date of Termination (as defined in Section 5(h) of the Employment Agreement) if at any time (i) the Executive’s employment with the Company is terminated as a result of death or disability pursuant to Sections 5(a) and (b), respectively, of the Employment Agreement, (ii) the Executive’s employment with the Company is terminated for cause pursuant to Section 5(c) of the Employment Agreement or (iii) the Executive’s employment with the Company is terminated as a result of the voluntary resignation of the Executive pursuant to Section 5(e) of the Employment Agreement.

B.Manner of Exercise.  The Warrantholder may exercise the vested portion of the Warrant, in whole or in part, by either of the following methods:

1.The Warrantholder shall complete one of the Subscription Forms attached hereto, and deliver it to the Company, at its principal offices located at 330 S. Mannheim Road, Hillside, Illinois, 60162, Attention:  Chief Executive Officer (or at such other location as the Company may designate by notice in writing to the Warrantholder), together with the Warrant and either a certified check, a bank cashier’s check or wire transfer, in an amount in U.S. Dollars equal to the then aggregate Warrant Purchase Price of the shares of Common stock being purchased; or

2.The Warrantholder may, alternatively at its election, exercise this Warrant, in whole or in part, in a “cashless” exercise by delivering to the Company, at its principal offices located at 330 S. Mannheim Road, Hillside, Illinois, 60162, Attention:  Chief Executive Officer (or at such other location as the Company may designate by notice in writing to the Warrantholder), (i) one of the Subscription Forms attached hereto, which notice shall specify the number of Warrant Shares to be delivered to such Warrantholder and the number of Warrant

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Shares with respect to which this Warrant is being surrendered in payment of the aggregate Warrant Purchase Price for the Warrant Shares to be delivered to the Warrantholder, and (ii) the Warrant. For purposes of this cashless exercise provision, each Warrant Share as to which the Warrant is surrendered will be attributed the following per share value;  (i) prior to an Initial Public Offering, at the Fair Market Value; or (ii) subsequent to an Initial Public Offering, a value per share equal to the average Trading Price of the Company’s Common Stock for the twenty (20) preceding trading days ending on the day prior to the date on which the request for cashless exercise is received by the Company.  Cashless exercises shall be permitted only to the extent that such exercise is permitted by the terms of the Company’s indebtedness. Notwithstanding the foregoing, commencing on the day after the Initial Public Offering through the twentieth trading day following the Initial Public offering, the Warrantholder shall not be permitted to make a cashless exercise pursuant to this Section.

Upon receipt thereof by the Company in a form duly completed in compliance with the terms of this Warrant, the Warrantholder shall be deemed to be a holder of record of the shares of Common Stock specified in said Subscription Form, and the Company shall, as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be delivered to the Warrantholder a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Subscription Form.  Each stock certificate so delivered shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, subject to compliance with federal and state securities laws, the securities and other applicable laws ofthe jurisdiction of residence of the Warrantholder or any transferee and the provisions of Section 4 (a) hereof as to the transfer of Warrant Shares. At no time shall the Company be required to issue any Common Stock pursuant hereto if such issuance would violate any applicable federal, state or foreign securities laws. Before being required to issue any Common Stock to the Warrantholder or in the name of any person other than the registered Warrantholder, the Company may require the Warrantholder (i) to execute a subscription agreement in form and substance similar to the subscription agreement executed in connection with the issuance of this Warrant or (ii) if the Warrantholder is unable to execute such subscription agreement in a form reasonably acceptable to the Company, to provide, at the Warrantholder’s expense, an opinion of counsel satisfactory to the Company that any such issuance is exempt from registration or qualification under the federal and state securities laws and the securities and other applicable laws of the jurisdiction of residence of the Warrantholder or any transferee.  If the Warrant shall have been

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exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to the Warrantholder a like Warrant representing the right to purchase the remaining number of shares purchasable thereunder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the name of the Warrantholder, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the Warrantholder to the Company at the time of delivering the Warrant to the Company as mentioned above.

C.Transfer Restriction Legend. The Warrant and each certificate for Warrant Shares issued upon exercise or conversion of the Warrant, unless at the time of exercise or conversion such Warrant Shares are registered under the Securities Act, shall bear the legends described in Section 10(a) of the Stockholders Agreement.

SECTION 3

Ownership and Exchange of the Warrant

A.Registered Holder.  The Company may deem and treat the person in whose name the Warrant is registered as the holder and owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of the Warrant for exchange as provided in this Section 3.

B.Exchange and Replacement.  The Warrant is exchangeable upon the surrender thereof by the Warrantholder to the Company at its principal offices for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each new Warrant to represent the right to purchase such number of shares as shall be designated by the Warrantholder at the time of surrender. The Company will issue a replacement certificate for the Warrant upon the loss, theft, destruction or mutilation thereof pursuant to Section 10(b) of the Stockholders Agreement.  TheWarrant shall be promptly canceled by the Company upon the surrender thereof in connection with any exchange or replacement. Except as set forth in the Stockholders Agreement, the Company shall pay all expenses, taxes (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the Warrant pursuant to this Section 3.

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SECTION 4

Transfer of Warrant or Warrant Shares

A.General Provisions.  The Warrant shall not be transferable. The related Warrant Shares shall not be transferable except in accordance with the terms and conditions specified in the Stockholders Agreement. The Company shall not, and shall not permit any transfer agent or registrar for any shares of the Company’s capital stock to, transfer upon the books of the Company any shares of the Company’s capital stock originally issued hereunder or pursuant hereto in any manner except in accordance with this provision or the terms and provisions of the Stockholders Agreement, and any purported transfer not in compliance herewith or the Stockholders Agreement shall be null and void.

B.Registration Rights.  The Company has agreed to provide certain piggyback registration rights in respect of the Warrant Shares, the terms and conditions of which are set forth in the Registration Rights Agreement.  Upon any transfer of any Warrant Shares in accordance with the provisions of the Stockholders Agreement (other than transfers made after an initial public offering) the registration rights pertaining thereto may be transferred, pursuant to the terms and provisions of Section 10 of the Registration Rights Agreement, upon giving notice to the Company and by the transferee’s agreement to be bound by the provisions of the Stockholders Agreement.

SECTION 5

Anti-Dilution Provisions

A.Stock Splits and Reverse Splits.  In the event that the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Warrant Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant and the number of Warrant Shares as to which this Warrant may become vested at any time thereafter pursuant to section 2.A hereof in each case immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common Stock of this Company shall at any time be combined into a smaller number of shares, the Warrant Purchase Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant and the number of

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Warrant Shares as to which this Warrant may become vested at any time thereafter pursuant to Section 2 hereof in each case immediately prior to such combination shall be proportionately reduced.  Except as provided in this Section 5.A, no adjustment in the Warrant Purchase Price and no change in the number of Warrant Shares purchasable or becoming vested shall be made under this Section 5 as a result of or by reason of any such subdivision or combination.

B.Reorganization and Asset Sales.  Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply:

1.As a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place and the provision of Section 2 as to the vesting of Warrant Shares shall also be adjusted accordingly.

2.In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company.

C.Notice of Adjustment.  Whenever the Warrant Purchase Price and the number of Warrant Shares issuable upon the exercise of this Warrant and the number of Warrant Shares that may become vested thereafter shall be adjusted as herein provided, or the rights of the Warrantholder shall change by reason of other

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events specified herein, the Company shall compute the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares in accordance with the provisions hereof and shall prepare a certificate signed by its President, Vice President, Treasurer or Secretary setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares issuable upon the exercise of this Warrant and the number of Warrant Shares that may become vested thereafter orspecifying the other shares of stock, securities or assets receivable as a result of such change in rights, and showing in reasonable detail the facts and calculations upon which such adjustments or other changes are based, including a statement of the consideration received or to be received by the Company for, and the amount of, any Common Stock, options and convertible securities issued since the last such adjustment or change (or since the date hereof in the case of the first adjustment or change). The Company shall cause to be mailed to the Warrantholder copies of such officer’s certificate together with a notice stating that the Warrant Purchase Price and the number of Warrant Shares purchasable upon exercise of this Warrant and the number of Warrant Shares that may become vested thereafter have been adjusted and setting forth the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares purchasable upon the exercise of this Warrant.

SECTION 6

Notices

All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers:

If to the Company, to:

International Logistics Limited

330 S. Mannheim Rd.

Hillside, Illinois 60612

Facsimile No.:  (708) 547-4524

Attn: Chief Executive Officer

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with a copy to:

Milbank, Tweed, Hadley & McCloy

601 S. Figueroa St.,

Suite 3100

Los Angeles, California 90017

Facsimile No.:  (213) 629-5063

Attn: Eric H. Schunk, Esq.

If to the Warrantholder, to:

Abe Ranish

Matrix CT, Inc.

1321 Harbor Bay Parkway

Suite 200

Alameda, CA 94502

with a copy to:

Winthrop, Stimson, Putnam & Roberts

One Battery Park Plaza

New York, New York 10004-1490

Attn: Kenneth E. Adelsberg, Esq.

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 6, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section 6, be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section 6, be deemed given upon receipt. Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

SECTION 7

No Rights as Stockholder; Limitation of Liability

The Warrant shall not entitle the Warrantholder to any of the rights of a stockholder of the Company.  No provision hereof, in the absence of affirmative action by the Warrantholder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the Warrant Purchase Price or as a stockholder of the Company, whether such liability isasserted by the Company or by creditors of the Company.

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SECTION 8

Company Representations

This Warrant is duly authorized, validly issued and outstanding, fully paid and nonassessable. The Company will at all times reserve and keep available out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of this warrant, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of the Warrant. All shares of Common Stock issuable upon the exercise of the Warrant shall be duly authorized, validly issued, fully paid and nonassessable. The delivery of this Warrant to the Warrantholder will transfer to Warrantholder good and valid title to this Warrant, free and clear of all liens, charges, security interests, adverse claims or other encumbrance of any kind of any person claiming through the Company.  This Warrant has been duly executed and delivered by the Company and constitutes a legal, valid and enforceable obligation of the Company, except that such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).  The execution and delivery by the Company of this Warrant and the issuance of the Warrant Shares upon the exercise of the Warrant does not and will not violate, or result in a breach of, or constitute a default under, or require consent under, the certificate of incorporation, the bylaws or other governing documents of the Company, or any currently applicable law or governmental rule.

SECTION 9

Miscellaneous

This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to principles of conflict of laws. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party (or any predecessor in interest thereof) against which enforcement of the same is sought. The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

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WITNESS the due execution of this Warrant by a duly authorized officer of the Company.

INTERNATIONAL LOGISTICS LIMITED a Delaware corporation
By:	/s/ Roger E. Payton
	Roger E. Payton
	President and
	Chief Executive Officer

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FULL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Full)

The undersigned hereby exercises the right to purchase                     shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $                         (U.S.), or hereby surrenders                          Warrant Shares valued at $                (U.S.) per share as payment therefor, representing an amount equal to the aggregate Warrant Purchase Price of the shares of Common Stock being purchased as of the date of this Certificate.  Certificates for such shares shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated:	,	.
			[Signature]
			Address:

PARTIAL SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
If It Desires to Exercise the Warrant in Part)

The undersigned hereby exercises the right to purchase             shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $              (U.S.), or hereby surrenders                  Warrant Shares valued at $               (U.S.) per share as payment therefor, representing an amount equal to the aggregate Warrant Purchase Price of the shares of Common Stock being purchased as of the date of this Certificate.  Certificates for such shares and a new Warrant of like tenor and date for the balance of the shares not subscribed for and not surrendered shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription.

Dated:	,	.
			[Signature]
			Address:

EX-4.8

Exhibit 4.8

THE WARRANT EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO A SECURITYHOLDERS AGREEMENT DATED DECEMBER 16, 2004, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY.  SUCH SECURITYHOLDERS AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE. ANY EVIDENCE, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH SECURITYHOLDERS AGREEMENT SHALL BE NULL AND VOID.

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND ANY SHARES THAT MAY BE ISSUED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

THIS WARRANT IS SUBJECT TO AUTOMATIC EXERCISE AND TERMINATION UPON THE HAPPENING OF CERTAIN EVENTS SET FORTH IN SECTION 2.A HEREOF.

No.      

Dated: December    , 2004

WARRANT TO PURCHASE COMMON STOCK
OF GEOLOGISTICS CORPORATION

GEOLOGISTICS CORPORATION, a Delaware corporation (the “Company”), CERTIFIES that this Warrant represents                Warrant Shares (as that term is defined in Section 1 hereof) bearing an initial exercise price of $27.60 per Warrant Share (subject to adjustment in accordance with Sections 4 and 5 hereof) (the “Exercise Price”) and is subject to a deemed cashless exercise upon surrender of this Warrant as provided in Section 2 hereof at the principal office of the Company.

This Warrant is issued by the Company. The terms and conditions of the Warrant are set forth herein.

SECTION 1

DEFINITIONS

“Affiliate” means with respect to any Person, any (i) officer, director, general partner, or holder of more than 10% of the equity interests of such Person, and (ii) any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. A Person is deemed to control another person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract, or otherwise.

“Associated Common Shares” means the shares of Common Stock owned by the original holders of this Warrant and warrants of like tenor at the Effective Time.

“Board” means the Board of Directors of the Company.

“Business Day” means a day other than Saturday, Sunday or a statutory holiday on which banking institutions in New York are authorized to close, and in the event that any action to be taken hereunder falls on a day which is not a Business Day, then such action shall be taken on the next succeeding Business Day.

“Common Stock” means the common stock, $0.001 par value per share, of the Company.

“Company” means GeoLogistics Corporation, a Delaware corporation.

“Convertible Securities” has the meaning set forth in Section 5.B(a).

“Effective Time” means 5:00 P.M. EST on the date on which the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, in the form of Exhibit A to the Recap Agreement, is filed with the Secretary of State of the State of Delaware.

“Exchange Act” means the Securities Exchange Act of 1934 and the Rules and Regulations of the SEC promulgated thereunder.

“Exercise Price” has the meaning set forth in the introductory paragraph.

“Fair Market Value” means the value obtainable upon a sale in an arm’s length transaction to a third party under usual and normal circumstances, with neither the buyer nor the seller under any compulsion to act, as determined by the Board in good faith; provided, however, that if the Warrantholder shall dispute the Fair Market Value as determined by the Board, the Warrantholder may undertake to have it and the Company retain an Independent Expert. The determination of Fair Market Value by the Independent Expert shall be final, binding and conclusive on the Company and the Warrantholder.  All costs and expenses of the Independent

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Expert shall be borne by the Warrantholder unless the determination of Fair Market Value by the Independent Expert is more than five percent more favorable to the Warrantholder than the Fair Market Value determined by the Board, in which event the cost of the Independent Expert shall be shared equally by the Warrantholder and the Company, or more than ten percent more favorable to the Warrantholder than the Fair Market Value determined by the Board, in which event the cost of the Independent Expert shall be borne solely by the Company.

“Independent Expert” means an investment banking firm reasonably and mutually acceptable to the Company and the Warrantholder who does not (and whose Affiliates do not) have a financial interest in the Company or any of its Affiliates.

“Majority of the Warrants” means Warrants representing more than 50% of the Warrant Shares.

“Options” has the meaning set forth in Section 5.B(a).

“Person” means an individual, corporation, partnership, association, trust, limited liability company or any other entity or organization, including a government or political subdivision or an agency, unit or instrumentality thereof.

“Qualifying IPO” means the closing of a firm commitment underwritten initial public offering of the Common Stock of the Company resulting in at least $75,000,000 of net proceeds to the Company and that is effected pursuant to a registration statement on Form S-1, or any successor form covering a public offering of securities of the Company, filed with, and declared effective by, the SEC, underwritten by a nationally recognized investment bank, as a result of which the Common Stock of the Company is listed for trading on aNational Securities Exchange or quoted on the NASDAQ Stock Market.

“Qualifying Sale” means (i) a sale by the Company or its subsidiaries of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to one or more Third Parties; or (ii) the issuance by the Company of its capital stock to one or more Third Parties, or the sale or other disposition (including, but not limited to, by merger, reorganization or consolidation) of capital stock of the Company by the holders thereof, unless, in either case, after giving effect to such transaction, (y) Questor holds (i) more than 25% of the Common Stock held by Questor immediately prior to such transaction, or (ii) securities of a successor by merger which represent more than 25% of the voting power to elect the board of directors of such successor, or (z) persons designated by Questor constitute more than 25% of the Board or any successor board of directors or governing body.

“Questor” means, collectively, Questor Partners Fund II, L.P., a Delaware limited partnership, Questor Side-by-Side Partners II, L.P., a Delaware limited partnership, Questor Side-by-Side Partners II (3)(c)(l), L.P., a Delaware limited partnership, and any of their respective Affiliates.

“Recap Agreement” has the meaning set forth in the Securityholders Agreement.

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“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated by the SEC thereunder.

“Securityholders Agreement” means the Securityholders Agreement by and among the Company and certain securityholders of the Company named therein, dated as of December 16, 2004.

“Third Party” shall mean, as applicable, a Person other than Questor.

“Unit” means an Equity Appreciation Unit granted under the Company’s 2002 Equity Appreciation Rights Plan, as in effect from time to time.

“Unit Shares” any shares of Common Stock issued in lieu of the Company’s obligation in respect of Units.

“Warrant Shares” means the notional number of shares of Common Stock underlying this Warrant and warrants of like tenor and the same original issue date being, initially, an aggregate of 6,534,956 shares of Common Stock.

“Warrantholder” means the holder of the Warrant and any related Warrant Shares.

SECTION 2

EXERCISE AND TERMINATION

A.EXPIRATION; TIME OF DEEMED CASHLESS EXERCISE. There is no fixed expiration date for this Warrant. This Warrant may not be exercised (a) in part, or (b) at the election of the Warrantholders. If this Warrant is in-the-money (as determined under Section 2.B hereof), the Warrantholder shall be deemed to have exercised this Warrant, in full, on a cashless basis, upon the earlier of (A) the closing of a Qualifying Sale, or (B) the closing of a Qualifying IPO, and this Warrant shall, from and after such date, represent solely the right to received the consideration payable under Section 2.C or 2.D hereof, as the case may be. No action shall be required by the Holder hereof, or the Company to effect such deemed exercise, and the consideration due upon such deemed exercise shall be paid against delivery hereof to the Company for cancellation. If this Warrant is not in-the-money with respect to the earlier to occur of (A) the closing under a Qualifying Sale, and (B) the closing under a Qualifying IPO, this Warrant shall expire in full coincident with such closing, no consideration shall be payable by the Company with respect to this Warrant, and this Warrant shall be of no further force or effect for any purpose. Warrants that expire pursuant to the preceding sentence shall be surrendered to the Company by the Warrantholder for cancellation.

B.IN-THE-MONEY WARRANTS. This Warrant shall be deemed in-the-money in connection with a Qualifying Sale if the amount that would be distributed in a Qualifying Sale on

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each outstanding share of Common Stock (exclusive of the Warrant Shares) exceeds the then-current Exercise Price of the Warrants. This Warrant shall be deemed in-the-money in connection with a Qualifying IPO as determined in accordance with Exhibit A hereto.

C.CONSIDERATION PAYABLE UPON DEEMED EXERCISE OF IN-THE-MONEY WARRANTS UPON THE CLOSING OF A QUALIFYING SALE. In the event of a Qualifying Sale, the amount payable on this Warrant, if any, per underlying Warrant Share shall be a proportional amount of the same kind of consideration payable to all holders of Common Stock in the Qualifying Sale determined in accordance with the formula

((A+B)/(C+D))-(E)

where “A” equals the aggregate consideration available to the holders of Common Stock as a result of the Qualifying Sale without reference to the exercise of this Warrant and warrants of like tenor, “B” equals the aggregate Exercise Price of this Warrant and warrants of like tenor (i.e., the product of the Exercise Price and the aggregate number of Warrant Shares underlying this Warrant and warrants of like tenor), “C” equals the number of shares of Common Stock issued and outstanding immediately prior to the Qualifying Sale without reference to this Warrant and warrants of like tenor, “D” equals the number of shares of Common Stock underlying this Warrant and warrants of like tenor, and “E” equals the Exercise Price of this Warrant on the closing date of the Qualifying Sale. If the amount computed in accordance with the foregoing formula is negative, then this Warrant is not in-the-money with respect to such Qualifying Sale and the provisions of the last two sentences of Section A hereto shall apply. An example of the consideration payable on this Warrant is set forth on Exhibit B hereto.

Distributions of amounts due upon the deemed cashless exercise of this Warrant, if any, in connection with a Qualifying Sale, shall be made, on a proportionate basis, at such times as distributions are made to holders of Common Stock. The holder of this Warrant and warrants of like tenor which are in-the-money in connection with a Qualifying Sale shall participate, pro rata with the other holders of such warrants and the holders of the Associated Common Shares, with the other holders of the Common Stock in any holdback, escrow, indemnity or the like in any Qualifying Sale in an amount equal to the percentage which such warrants and the Associated Common Shares participate in that portion of the purchase price subject to such contingency (and, for such purpose, the portion of the purchase price so subject shall be deemed to be the last such amounts included in the purchase price). Examples of pro rata holdbacks are set forth on Exhibit B hereto.

D.CONSIDERATION PAYABLE UPON DEEMED EXERCISE OF IN-THE-MONEY WARRANTS UPON THE CLOSING OF A QUALIFYING IPO. In the event of a Qualifying IPO, the amount payable on this Warrant shall be that number of shares of Common Stock determined in Exhibit A hereto. The Company may condition the issuance of shares of Common Stock upon the deemed cashless exercise of the Warrant in connection with a Qualifying IPO on the execution and delivery by the Warrantholder of any stand-off agreement requested by the Managing Underwriters in the Qualifying IPO for a period of no more than 180 days on the same terms and conditions as the parties to the Securityholders Agreement (including, without limitation, Questor) enter into any such agreement.

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E.LEGEND. All certificates representing shares of Common Stock issuable upon the exercise of this Warrant will bear the legend as described in Section 3.5 of the Securityholders Agreement.

F.CHARACTER OF WARRANT SHARES. All shares of Common Stock issuable upon the exercise of this Warrant shall be duly authorized, validly issued, fully paid and nonassessable.

SECTION 3

OWNERSHIP AND EXCHANGE OF THE WARRANT

A.REGISTERED HOLDER. The Company may deem and treat the Person in whose name this Warrant is registered as the holder and owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for exchange as provided in this Section 3.

B.EXCHANGE AND TRANSFER. This Warrant is exchangeable upon the surrender thereof by the Warrantholder to the Company at its principal offices for a new warrant or warrants of like tenor and date representing in the aggregate the notional right to purchase the number of shares purchasable hereunder, each new warrant to represent the notional right to purchase such number of shares as shall be designated by the Warrantholder at the time of surrender. THIS WARRANT AND THE WARRANT SHARES ARE TRANSFERABLE ONLY ON THE TERMS AND CONDITIONS SPECIFIED IN THE SECURITYHOLDERS AGREEMENT. Subject to the foregoing, this Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Warrantholder in Person or by its duly authorized attorney, and a new warrant or warrants shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of the transferee, upon surrender of this Warrant, duly endorsed, at the principal offices of the Company.

C.REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the Company of the ownership and the loss, theft, destruction or mutilation of this Warrant, in the case of loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company, or, in the case of mutilation, upon surrender of such certificate, the Company shall (at its expense) execute and deliver in lieu of such Warrant a new warrant of like kind and dated the date of such lost, stolen, destroyed or mutilated Warrant.

SECTION 4

ACCRETIONS TO THE EXERCISE PRICE

The Exercise Price shall increase daily, compounding daily beginning February 1, 2005, at the rates set forth below during the periods set forth below, based on a 360 day year.

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Period	Daily Compounding Accretion Rate
2-1-05 to 4-30-05	0.036537	%
5-1-05 to 10-31-05	0.049262	%
11-1-05 and thereafter	0.040186	%

SECTION 5

ANTI-DILUTION PROVISIONS

ANTI-DILUTION PROTECTION. In order to prevent dilution to the Exercise Price, the Exercise Price and, except as set forth in the next sentence, the number of Warrant Shares underlying this Warrant, shall be subject to adjustment from time to time as provided in this Section 5. Anything herein to the contrary notwithstanding, no adjustment in the number of Warrant Shares underlying this Warrant shall be made in respect of any adjustment in the Exercise Price described in Sections 5.A, 5.B or 5.C hereof.

A.Adjustments to Exercise Price for Issuances of Common Stock. Except as provided in Section 5.K, if at any time after the Effective Time, the Company shall issue any shares of Common Stock (including issuances of options, warrants or rights to subscribe for shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock deemed to have been issued pursuant to Section 5.B(a) or Section 5.B(b) below) without consideration or for a consideration per share (the “New Issuance Consideration”) less than the Exercise Price, the Exercise Price in effect immediately prior to each such issuance which is greater than the New Issuance Consideration shall forthwith be reduced concurrently with such issuance to a price determined by multiplying the Exercise Price by a fraction:

(a)the numerator of which shall be the number of shares of Common Stock deemed to be outstanding immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued (and/or deemed issued) would purchase at the Exercise Price ineffect immediately prior to such issuance; and

(b)the denominator of which shall be the number of shares of Common Stock deemed to be outstanding immediately prior to such issuance plus the number of additional shares of Common Stock so issued (and/or deemed issued).

For purposes of preceding clauses (a) and (b), all outstanding shares of Common Stock and all Warrant Shares underlying this Warrant and warrants of like tenor (at the Exercise Price in effect prior to the adjustment called for above) and all shares of Common Stock deemed to be outstanding pursuant to Section 5.B(a) or Section 5.B(b) in respect of Options or Convertible Securities (each as defined in Section 5.B(a)) which have an exercise price or conversion price per share which is less than the Exercise Price in effect prior to the adjustment called for above shall be “deemed to be outstanding.”

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B.Rights and Options.

(a)Issuance of Rights or Options. Except as provided in Section 5.K, if at any time after the Effective Time, the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, shares of Common Stock or any stock or securities immediately convertible into or immediately exchangeable for shares of Common Stock (such rights or options being hereinafter referred to as “Options” and such convertible or exchangeable stock or securities being hereinafter referred to as “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which a Common Share is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (B) the maximum number of shares of Common Stock issuable upon the full exercise of such Options or upon the full conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such Options, then the maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of the maximum number of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date such Options were granted and thereafter shall be deemed to be outstanding. Except as otherwise provided in Section 5. B(c), no adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities if an appropriate adjustment was previously made pursuant to this Section 5.B(a) upon the issuance of such Options. If the right to exercise such Options expires without such Options being exercised, the Exercise Price shall be adjusted to reflect that the shares of Common Stock previously issuable upon exercise of the Options are no longer deemed to have been issued.

(b)Issuance of Convertible Securities. If the Company shall at any time after the Effective Time in any manner issue (whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which a share of Common Stock is issuable upon such conversion or exchange (determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of such Convertible Securities, plus the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Exercise Price in effect immediately prior to the time of such issuance or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding; provided that (a) except as otherwise provided in Section 5.B(c) no adjustment of the Exercise Price shall be made upon the actual

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issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities if an appropriate adjustment was previously made pursuant to this Section 5.B(b) upon the issuance of such Convertible Securities, (b) if any such issuance or sale of such Convertible Securities is made upon the exercise of any Options to purchase any such Convertible Securities for which adjustments of the Exercise Price has been or are to be made pursuant to other provisions of this Section 5.B, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale, and (c) if the right to exchange or convert such Convertible Securities expires without such Convertible Securities being exchanged or converted, the Exercise Price shall be adjusted to reflect that the shares of Common Stock previously issuable upon conversion or exchange of such Convertible Securities are no longer deemed to have been issued.

(c)Change in Option Price or Conversion Rate; Expiration of Options and Convertible Securities. In the event that the purchase price provided for in any Options referred to in Section 5.B(a), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Sections 5. B(a)or 5.B(b), or the rate at which any Convertible Securities referred to in Sections 5.B(a)or 5.B(b)are convertible into or exchangeable for shares of Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such purchase price, additional consideration or conversion rate, as the case may be, at the time such Options or Convertible Securities were initially granted, issued or sold. If the purchase price provided for in any such Options referred to in Section 5.B(a) or the rate at which any Convertible Securities referred to in Sections 5.B(a) or 5.B(b) are convertible into or exchangeable for shares of Common Stock shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then, in case of the delivery of shares of Common Stock upon the exercise of any such Options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall be adjusted to such respective amount as would have been obtained had such Options or Convertible Securities never been issued as to such shares of Common Stock and had adjustments been made upon the issuance of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then in effect hereunder is hereby reduced. Any adjustment of the Exercise Price will be disregarded if, as, and when the rights to acquire shares of Common Stock upon exercise or conversion of the Options or Convertible Securities which gave rise to such adjustment expire or are canceled without having been exercised, so that the Exercise Price effective immediately upon such cancellation or expiration is equal to the Exercise Price in effect at the time of the issuance of the expired or canceled Options or Convertible Securities, with such additional adjustments as would have been made to that Exercise Price had the expired or canceled Options or Convertible Securities not been issued.

C.Consideration for Shares. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold, in whole or in part,

9

for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the Fair Market Value of such consideration.

D.Adjustment to Exercise Price for Subdivision or Combination of Shares. If the Company shall at any time after the Effective Time split or subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased.

E.Adjustment to Exercise Price for Stock Dividends. Except as provided in Section 5.K, if the Company shall at any time after the Effective Time issue additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, the Exercise Price will, simultaneously with the happening of such dividend be adjusted by multiplying the then effective Exercise Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Section 5.E will be given effect, upon payment of such a dividend or distribution, as of the record date for the determination of stockholders entitled to receive such dividend or distribution (on a retroactive basis).

F.Other Adjustments. If, after the Effective Time, the Common Stock issuable upon the exercise of this Warrant is changed into the same or different number of shares of any class or classes of stock, whether by reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger or consolidation provided for elsewhere in this Section 5),then and in each such event the holder of this Warrant will have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which such shares of underlying this Warrant might have been exercised immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein.

If, at any time after the Effective Time and while this Warrant is in effect, a dividend is paid on the Common Stock in cash, securities or other property, the Exercise Price per Warrant Share shall be reduced by the cash amount paid, or the Fair Market Value of the securities or other property distributed, on each outstanding share of Common Stock.

G.Reorganization, Reclassification, Consolidation or Merger. If, at any time after the Effective Time, there shall be any capital reorganization or reclassification of the outstanding capital stock of the Company, or any consolidation of the Company with, or merger of the Company with or into, another corporation or entity which, in each case, is not in connection with a Qualifying Sale or a Qualifying IPO and where, in connection with such event, the holders of shares of Common Stock will be entitled to receive stock, securities, cash or other property with respect to or in exchange for such shares of Common Stock, then, as a condition of such reorganization, reclassification, consolidation or merger, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to receive, upon the

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basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities, cash or other property as may be issuable or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore so receivable, and in any such case, appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, cash or other property thereafter deliverable upon the exercise of such conversion rights (including an immediate adjustment, by reason of such consolidation or merger, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). In the event of any such merger or consolidation of the Company as a result of which a greater or lesser number of shares of common stock of the surviving company are issuable to holders of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company.

H.Reservation of Shares of Common Stock. The Company shall at all times reserve and keep available and free of preemptive rights out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant, such number of its shares of Common Stock (or other shares or other securities as may be required) as shall from time to time be sufficient to effect the issuance and exercise of this Warrant, and if at any time the number of authorized but unissued shares of Common Stock (or such other shares or other securities) shall not be sufficient to effect the exercise of this Warrant, the Company shall take such action as may be necessary to increase its authorized but unissued shares of Common Stock (or other shares or other securities) to such number of shares as shall be sufficient for such purpose.

I.Treasury Shares. The disposition of shares of Common Stock owned or held by or for the account of the Company (other than as a result of a cancellation of treasury shares) shall be considered an issue or sale of shares of Common Stock for the purpose of this Section 5.

J.Notice of Adjustment. Upon the occurrence of each adjustment or readjustment pursuant to this Section 5,the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Warrantholder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request at any time of Warrantholder, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, and (ii) the Exercise Price before and after such adjustment or readjustment.

K.Exceptions to Section 5. Notwithstanding any of the foregoing provisions contained in this Section 5, the following issuances and capital transactions by the Company shall not give rise to an adjustment in the Exercise Price of this Warrant or the number of Warrant Shares underlying this Warrant by reason of the provisions of Section 5 hereof or

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otherwise: (a) Common Stock in the transactions provided for in Article 2 of the Recap Agreement, (b) Common Stock in a Qualifying IPO, (c) Common Stock in connection with the cashless exercise of Warrants in a Qualifying IPO, (d) shares of Common Stock and options on Common Stock in exchange for Units coincident with a Qualifying IPO, and (e) any stock dividend declared coincident with a Qualifying IPO on Common Stock and Warrant Shares issued upon the deemed cashless exercise of this Warrant.

L.Adjustments to Number of Shares Issuable Under this Warrant. The number of Warrant Shares underlying this Warrant at any time shall be determined by the computation (A) x (B/C), where “A” equals the original number of Warrant Shares for which this Warrant was issued, “B” equals $27.60, and “C” equals the exercise price of this Warrant after giving effect to any adjustments thereto set forth in Sections 5.D, 5.E and 5.G hereof. In no event shall any adjustment in the number of Warrant Shares underlying this Warrant be made for any adjustment in the exercise price hereof set forth in Section 4, 5.A,5.B or 5.C hereof.

SECTION 6

NOTICES

All notices, elections and other communications which are required or permitted to be given pursuant to the terms of this Warrant shall be in writing and shall be personally delivered, sent by overnight mail or other overnight delivery service (postage prepaid), or telecopied with confirmed receipt to the Person for whom they are intended to (i) the Company at its principal business address or (ii) the Warrantholder at his, her or its address as shown from time to time on the books and records of the Company. Each notice or other communication shall for all purposes of this Warrant be treated as being effective and having been given as follows: (i) if delivered personally, when delivered, (ii) if sent by telecopy, when confirmation received by sender (provided that a copy of any notice sent by telecopy shall also have been mailed first class, postage prepaid), or (iiii) if sent by overnight mail or other overnight delivery service, when deposited with the overnight delivery service.

SECTION 7

MISCELLANEOUS

This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to principles of conflict of laws. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party (or any predecessor in interest thereof) against which enforcement of the same is sought. The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

WITNESS WHEREOF, the undersigned has caused this Warrant to be executed by a duly authorized officer of the Company, as of the date first above written.

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GEOLOGISTICS CORPORATION,
a Delaware corporation

By:

Name:

Title:

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EXHIBIT A

IN-THE-MONEY AND CASHLESS EXERCISE
(FOR SHARES OF COMMON STOCK)
COMPUTATIONS IN CONNECTION WITH A QUALIFYING IPO

If, at the time of a Qualifying IPO, the Warrants are In-the-Money, computed as set forth below, then this Warrant and warrants of like tenor will be deemed to have been exercised, in a cashless exercise, for that number of shares of Common Stock, per underlying Warrant Share, represented by “w” in the equations below. It is anticipated that, in order to present a known target number of shares of Common Stock to be outstanding immediately prior to the closing of the IPO (that number represented by “c” in the equations below), it will be necessary to declare a stock dividend on all shares of Common Stock, including the number of shares of Common Stock issued upon the cashless exercise of the Warrants, immediately following the deemed cashless exercise of the Warrants for shares of Common Stock. The rate of that stock dividend, on a per share basis, is represented by “v” in the equations below.

The relevant variables are as follows:

a  =number of shares of Common Stock outstanding prior to (i) the deemed cashless exercise of In-the-Money Warrants, (ii) the stock dividend and (iii) the IPO

b  =number of Warrant Shares underlying this Warrant and warrants of like tenor immediately prior to a Qualifying IPO

E  =Exercise Price, per share, of this Warrant and warrants of like tenor immediately prior to a Qualifying IPO

w  =number of shares of Common Stock issued for each Warrant Share, pursuant to a deemed cashless exercise

P’ =value of each share of Common Stock after deemed cashless exercise of Warrants but before the stock dividend, based on IPO price

v  =number of shares of Common Stock issued as a dividend, per share, in the stock dividend

c  =number of shares of Common Stock outstanding, after the deemed cashless exercise of the Warrants and the stock dividend and immediately before the IPO, exclusive of the number of Unit Shares (if any) issued or to be issued

P  =Qualifying IPO price per share of Common Stock (price to the public, net of underwriting discount)

M =pre-money Common Stock value of the Company immediately before the Qualifying IPO, exclusive of the pre-money Common Stock value associated with Unit Shares (if any) issued or to be issued (i.e., M= cP)

The Warrants will be “in the money” if M > aE.  If M < aE, then no new Shares of Common Stock would be issued in respect of the Warrants and the Warrants will expire unexercised without any consideration of any kind payable in respect thereof and v = (c - a)/a.

In calculating w and v, the relevant equations are as follows:

1)P = P’/(1 + v)

2)w = (P’ - E)/P’= 1 - E/P’

3)c = (a + bw)(1 + v)

4)M = cP  which is the same as P = M/c

To solve for w and v as functions of other variables:

First, solve equation 1 for P’:

1)P’ = P(1 + v)

Then, substitute for P in equation 1, using equation 4:

P’ = (1 + v)M/c

Next, substitute that value for P’ into equation 2:

2)w = 1 - E/[(1 + v)M/c]

w = 1 - cE/(1 + v)M

Next, substitute that value for w into equation 3:

3)c = (a + b[1 - cE/(1 + v)M])(1 + v)

c = (a + b)(1 + v) - bcE/M

c + bcE/M = (a + b) + (a + b)v

(a + b)v = c - (a + b) + bcE/M

so   v = c/(a + b) + bcE/(a + b)M - 1

Having found v, v is substituted back into equation 2:

2)w = 1 - cE/M[1 + [c/(a + b) + bcE/(a + b)M - 1]

w = 1 - cE/M[(cM + bcE)/(a + b)M]

w = 1 - (a + b)cE/(cM + bcE)

w = (cM + bcE - acE - bcE)/c(M + bE)

so   w = (M - aE)/(M + bE)

The complete formulas are as follows:

If M > aE, then: w = (M - aE)/(M + bE) and v = c/(a + b) + bcE/(a + b)M - 1

If M < aE, then: w = 0 and v = (c - a)/a

EXHIBIT B

Assume that (a) the aggregate consideration available to the holders of shares of Common Stock as a result of a Qualifying Sale was $350,000,000 cash and 1,000,000 shares of the purchaser’s common stock having a Fair Market Value of $10.00 per share, (b) 10,000,000 shares of Common Stock issued and outstanding immediately prior to the Qualifying Sale, (c) the aggregate number of shares of Common Stock underlying this Warrant and warrants of like tenor is 6,534,956, (d) the exercise price of this Warrant and warrants of like tenor is $27.60 per share, and (e) that this Warrant is for 76,000 shares. This Warrant would be in-the-money because the aggregate value distributable per share of Common Stock without reference to this Warrant and warrants of like tenor is $36.00 (in value), which exceeds the current exercise price of $27.60. Applying the formula ((A+B)/(C+D))-(E) produces

($360,000,000+180,364,786)/(10,000,000+6,534,956)-($27.60)

or

((540,364,786)/(16,534,956))-$27.60

or

$5.08

Accordingly, this Warrant would be deemed to have been exercised for an aggregate payment of (76,000) x ($5.08), or $386,080, of which $375,356 would be paid in cash and the balance in shares of the purchaser valued at $10.00 per share.

The aggregate value of consideration payable on this Warrant and all warrants of like tenor would be ($5.08 x 6,534,956), or $33,197,576, of which $32,275,421 would be in cash and $922,155 would be represented by 92,216 shares of the Purchaser’s common stock.

Assume that the terms of the Qualifying Sale referred to above required the escrow of $5,000,000 cash for twelve months. Under the example set forth above, because the holder of this Warrant and warrants of like tenor, and the holders of the Associated Common Shares participate more than $5,000,000 of the last dollars received on the basis of 45% (such holders) and 55% (Questor), such holders would participate in the escrow (holdback) to the extent of an aggregate of $2,250,000 (45% of $5,000,000) and Questor would fund the remaining $2,750,000.

If, on different facts, the warrants were in-the-money at a substantially lesser sum and holder of this Warrant and warrants of like tenor, and the holders of the Associated Common Shares, participated in only the last $3,000,000 of proceeds on the basis of 45% (such holders) and 55% (Questor), with the balance of the proceeds available being allocated 9.06% (such holders) and 90.94% (Questor), then such holders would participate in the escrow (holdback) to the extent of an aggregate of $1,531,200 (45% of $3,000,000 plus 9.06% of $2,000,000) and Questor would fund the remaining $3,468,800.

Warrants were granted under this form of Warrant to the following persons for the number of Warrant Shares set forth opposite the persons name:

Registered Holder	No. of Warrants*
Mark Sellon	41.59687
Conor Mullet,	41.59687
Erik M.W. Capersen Dynasty Trust, Erik M.W. Capersen, & William Warren
Tr Ua Sep 03 97	658.92309
TCW Special Credits Fund V
The Principal Fund	81,979.44550
OCM Principal Opportunities Fund, L.P.	245,957.16287
Logistical Simon, L.L.C.	14,082.12774
Logistical Simon, L.L.C.	94,481.68276
Subtotal	437,242.53569
Hare & Co. [The St. Paul Companies Inc.]	41,058.14938
Sigler & Co. [Aeltus]	54,744.19917
State Street Bank & Trust [Evergreen]	68,430.24896
Sigler & Co. [Merrill Lynch]	68,430.24896
Sigler & Co. [Amvestors]	41,058.14938
Sigler & Co. [Northstar]	68,430.24896
Sigler & Co. [Mt. Washington]	26,277.21560
Sigler & Co. [Chancellor Triton]	27,372.09958
Lillian P. Voigt	31,888.49602
JEFCO	1,318.06341
Hare & Co.	325.84109
Hare & Co.	1,122.34153
Hare & Co.	1,339.56892
Subtotal	431,794.87095
OCM Principal Opportunities Fund, L.P.	305,472.39966
TCW Special Credits Fund V
The Principal Fund	22,992.79536
Logistical Simon, L.L.C.	109,488.39834
Subtotal	437,953.59336
Total Old Series A Preferred	1,306,991.00000

* Expressed in “Warrant Shares” (as that term is defined in the form of the Warrant)

Registered Holder	No. of Warrants*
OCM Principal Opportunities Fund, L.P.	3,855,624.18750
Logistical Simon, L.L.C.	1,372,340.81250
Total Old Series B Preferred	5,227,965.00000

* Expressed in “Warrant Shares” (as that term is defined in the form of the Warrant)

EX-4.11

EXHIBIT 4.11

US$ 6,000,000

SECOND LIEN FACILITY AGREEMENT

dated December 2004

between

GEOLOGISTICS LIMITED

and

CITIGROUP GLOBAL MARKETS INC. and BEAR, STEARNS & CO. INC.
as joint lead arrangers and joint book running managers

and

CITICORP NORTH AMERICA, INC.
as administrative agent

and

BEAR STEARNS CORPORATE LENDING INC.
as syndication agent

WEIL, GOTSHAL & MANGES

One South Place   London   EC2M 2WG

Tel: +44 (0) 20 7903 1000   Fax: +44 (0) 20 7903 0990

www.weil.com

TABLE OF CONTENTS

1	DEFINITIONS AND INTERPRETATION	1
2	THE FACILITY	20
3	PURPOSE	21
4	CONDITIONS OF UTILISATION	21
5	UTILISATION	23
6	REPAYMENT	24
7	PREPAYMENT	24
8	INTEREST	26
9	INTEREST PERIODS	27
10	CHANGES TO THE CALCULATION OF INTEREST	27
11	FEES	29
12	TAX GROSS UP AND INDEMNITIES	30
13	INCREASED COSTS	33
14	OTHER INDEMNITIES AND MITIGATION	34
15	COSTS AND EXPENSES	36
16	GUARANTEE AND INDEMNITY	37
17	REPRESENTATIONS	40
18	FINANCIAL COVENANTS	46
19	GENERAL UNDERTAKINGS	47
20	EVENTS OF DEFAULT	66
21	CHANGES TO THE LENDERS	71
22	CHANGES TO THE OBLIGORS	74
23	ROLE OF THE AGENT AND THE ARRANGERS	75
24	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	80
25	SHARING AMONG THE FINANCE PARTIES	81
26	PAYMENT MECHANICS	83
27	SET-OFF	85
28	NOTICES	85
29	CONFIDENTIALITY	88

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30	CALCULATIONS AND CERTIFICATES	88
31	PARTIAL INVALIDITY	88
32	REMEDIES AND WAIVERS	88
33	AMENDMENTS AND WAIVERS	88
34	COUNTERPARTS	89
35	GOVERNING LAW	90
36	ENFORCEMENT	90
SCHEDULE 1 THE ORIGINAL PARTIES		91
Part I The Original Obligors		91
Part II The Original Lenders		92
SCHEDULE 2 CONDITIONS PRECEDENT		93
Part I Conditions Precedent to Initial Utilisation		93
Conditions Precedent Required to be Delivered by an Additional Guarantor		95
SCHEDULE 3 REQUESTS		96
Part I Utilisation Request		96
Part II Selection Notice		97
SCHEDULE 4 MANDATORY COST FORMULA		98
SCHEDULE 5 FORM OF TRANSFER CERTIFICATE AND DEED OF ACCESSION TO THE SECURITY TRUST DEED		101
SCHEDULE 6 FORM OF ACCESSION DEED		103
SCHEDULE 7 FORM OF COMPLIANCE CERTIFICATE		104
SCHEDULE 8 TIMETABLES		105
SCHEDULE 9 PERMITTED HOLDERS		106
SCHEDULE 10 GROUP STRUCTURE CHART		107
SCHEDULE 11 LITIGATION		108
SCHEDULE 12 ENVIRONMENTAL		109
SCHEDULE 13 ERISA		110
SCHEDULE 14 INTELLECTUAL PROPERTY RIGHTS		111
SCHEDULE 15 RESTRICTED PERSONS		112

ii

SCHEDULE 16 DISPUTES	113
SCHEDULE 17 MATERIAL CONTRACTS	114
SCHEDULE 18 PERMITTED DISPOSALS	115
SCHEDULE 19 EXISTING SECURITY	116
SCHEDULE 20 EXISTING INDEBTEDNESS	117
SCHEDULE 21 EXISTING INTERCOMPANY INDEBTEDNESS	118
SCHEDULE 22 EXISTING INVESTMENTS	119
SCHEDULE 23 DEPOSIT ACCOUNT	120
SIGNATORIES	121

iii

THIS AGREEMENT is dated 28 December 2004 and made between:

(1)GEOLOGISTICS LIMITED a company registered in England and Wales with registration number 00112456 (the “Borrower”);

(2)GEOLOGISTICS CORPORATION, a Delaware Corporation (“GLC”), and those SUBSIDIARIES of GLC listed in Part I of Schedule 1 as original guarantors (together with GLC, the “Original Guarantors”);

(3)CITIGROUP GLOBAL MARKETS INC. and BEAR STEARNS & CO. INC. each as joint lead arrangers and joint book running managers (together the “Arrangers”);

(4)THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the “Original Lenders”);

(5)CITICORP NORTH AMERICA INC. as administrative agent of the other Finance Parties (the “Administrative Agent”); and

(6)BEAR STEARNS CORPORATE LENDING INC. as syndication agent (the “Syndication Agent” and together with the Administrative Agent, the “Agents”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement:

“Accession Deed” means a document substantially in the form set out in Schedule 6 (Form of Accession Deed).

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost formulae).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 22 (Changes to the Obligors).

“Affiliate” means, with respect to any person, any other person directly or indirectly controlling or that is controlled by or is under common control with such person, each officer, director, general partner or joint-venturer of such person, and each person that is the beneficial owner of 10% or more of any class of voting Share Capital of such person.  For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.

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“Applicable GAAP” means either GAAP or US GAAP, as the case may be, in accordance with which the audited financial statements of the relevant person are prepared.

“Approved Fund” means any Fund that is advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender.

“Asia Pacific”means GeoLogistics (Asia Pacific) Limited, a company organised and existing under the law of the British Virgin Islands.

“Asset Sale” has the meaning specified in Clause 19.6 (Sale of Assets, Consolidation, Merger, Dissolution, Etc.).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Available Facility” means the aggregate for the time being of each Lender’s unutilised Commitment.

“Breach Amount” has the meaning given to the term in Clause 20.1(c)(ii) (Events of Default).

“Break Costs” means the amount (if any) by which:

(a)the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York City.

“Capital Lease” means, as applied to any person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such person as lessee that, in accordance with Applicable GAAP, is required to be reflected as a liability on the balance sheet of such person.

“Cash Equivalent” means, at any time, each of the following:

(a)any evidence of indebtedness with a maturity date of 90 days or less issued or directly and fully guaranteed or insured by a member government of the Organisation for Economic Cooperation and Development; provided, however, that the full faith and credit of the that member government of the Organisation for Economic Cooperation and Development is pledged in support thereof;

2

(b)certificates of deposit or bankers’ acceptances with a maturity of 90 days or less of any financial institution that is regulated by the Financial Services Authority or is a member of the United States of America Federal Reserve System having combined capital and surplus and undivided profits of not less than US$250,000,000;

(c)commercial paper (including variable rate demand notes) with a maturity of 90 days or less issued by a company or corporation (except an Affiliate of any Restricted Person) organised under the laws of England and Wales or any state of the United States of America or the District of Columbia, United States of America and rated at least A-1 by Standard & Poor’s or at least P-1 by Moody’s;

(d)repurchase obligations with a term of not more than 30 days for underlying securities of the types described in paragraph (a) above entered into with any financial institution having combined capital and surplus and undivided profits of not less than US$250,000,000;

(e)repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by a member government of the Organisation for Economic Cooperation and Development or issued by any governmental agency of a member government of the Organisation for Economic Cooperation and Development and backed by the full faith and credit by a member government of the Organisation for Economic Cooperation and Development, in each case maturing within 90 days or less from the date of acquisition; provided, however, in the case of repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America that the terms of such agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions with Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985; and

(f)investments in money market funds and mutual funds which invest substantially all of their assets in securities of the types described in paragraphs (a) through (e) above.

“Change of Control” means (a) the acquisition by any person or group (as such term is used in Section 13(d)(3) of the United States of America Securities Exchange Act of 1934 (as amended)), except for one or more Questor Funds, of beneficial ownership, directly or indirectly, of 50% or more of the voting power of the total outstanding voting Share Capital of GLC or (b) the failure of GLC to own beneficially, directly or indirectly, 100% of the voting power of the total outstanding voting Share Capital of the Borrower or any other Obligor (other than GLC).

“Closing Date” means the date on which the first Utilisation is made.

“Commitment” means:

(a)in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part II of Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

3

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Debenture” means the debenture dated on or about the date hereof between the Borrower and the Security Trustee for and on behalf of the Finance Parties.

“Debt Issuance” means the incurrence by GLC or any of its Subsidiaries of indebtedness for borrowed money or of any other obligation evidenced by bonds, notes, debentures or similar instruments, excluding, any indebtedness permitted pursuant to Clauses 19.8 (Indebtedness) (a), (b), (c), (d), (f), (g), (h) and (i) and excluding, in the case of Clause 19.8 (e) and to the extent of any Breach Amount, any credit support provided pursuant to Clause 20.1(c)(ii).

“Default” means any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Default Interest Rate” has the meaning given to the term in Clause 8.3(a) (Default Interest).

“Deposit Account Control Agreement” means an agreement in writing, in form and substance satisfactory to each Agent, by and among the Administrative Agent, each US Loan Party and any bank at which any deposit account of such US Loan Party is at any time maintained.

“EBITDA” means, with respect to any person (on an unconsolidated basis for each component hereof), with respect to any period, an amount equal to the sum of the following:  (a) the Net Income of such person for such period determined in accordance with US GAAP, plus (b) depreciation, amortisation and other non-cash charges (including, but not limited to, imputed interest, write down of goodwill and deferred compensation) of such person for such period (to the extent deducted in the computation of Net Income), all in accordance with US GAAP, plus (c) Interest Expense of such person for such period (to the extent deducted in the computation of Net Income), and plus (d) the Provision for Taxes for such period (to the extent deducted in the computation of Net Income).

“Eligible Assignee” means (a) a Lender or any Affiliate of such Lender, (b) a commercial bank having total assets in excess of $5,000,000,000, (c) a finance company, insurance company or any other financial institution or fund, in each case reasonably acceptable to the Administrative Agent and regularly engaged in making, purchasing or investing in loans and having a net worth, determined in accordance with GAAP, in excess of $250,000,000 or, to the extent net worth is less than such amount, a finance company, insurance company, other financial institution or fund, reasonably acceptable to the Administrative Agent or (d) a savings and loan association or savings bank organized under the laws of the United States or any state thereof having a net worth, determined in accordance with GAAP, in excess of $250,000,000.

“Environmental Laws” means all laws, rules, regulations, ordinances, and consent decrees relating to health, safety, hazardous substances, pollution and environmental matters, as now or at any time hereafter in effect, applicable to any Restricted Person’s business and facilities (whether or not owned by it), including laws relating to emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic or dangerous substances, materials or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport

4

or handling of pollutants, contaminants, chemicals, or hazardous, toxic or dangerous substances, materials or wastes.

“Equity Issuance” means the issue or sale of any Share Capital of (i) GLC to any person other than the Permitted Holders and (ii) in the case the Share Capital of any Subsidiary of GLC, to any person other than GLC and its Subsidiaries.

“ERISA” means the United States of America Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any person required to be aggregated with any Restricted Person under Sections 414(b), 414(c), 414(m) or 414(o) of the United States of America Internal Revenue Code of 1986, as currently amended.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan or Multiemployer Plan; (b) the adoption of any amendment to a Plan or Multiemployer Plan that would require the provision of security pursuant to Section 401(a)(29) of the United States of America Internal Revenue Code of 1986 or Section 307 of ERISA; (c) the existence with respect to any Plan or Multiemployer Plan of an “accumulated funding deficiency” (as defined in Section 412 of the United States of America Internal Revenue Code of 1986 or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412 of the United States of America Internal Revenue Code of 1986 or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or Multiemployer Plan; (e) the occurrence of a non-exempt “prohibited transaction” with respect to which any Restricted Person is a “disqualified person” (within the meaning of Section 4975 of the United States of America Internal Revenue Code of 1986) or with respect to which any Restricted Person could otherwise be liable; (f) a complete or partial withdrawal by any Restricted Person or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal or notification that a Multiemployer Plan is in reorganisation; (g) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the United States Pension Benefit Guaranty Corporation to terminate a Plan or Multiemployer Plan; (h) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan; (i) the imposition of any liability under Title IV of ERISA, other than the United States Pension Benefit Guaranty Corporation premiums due but not delinquent under Section 4007 of ERISA, upon any Restricted Person or any ERISA Affiliate; and (j) any other event or condition with respect to a Plan or Multiemployer Plan including any Plan or Multiemployer Plan subject to Title IV of ERISA maintained, or contributed to, by any ERISA Affiliate that could reasonably be expected to result in liability of any Restricted Person in excess of US$500,000 (other than liabilities for routine funding of benefits).

“Event of Default” has the meaning specified in Clause 20.1 (Events of Default).

“Expo” means GeoLogistics Expo Services, LLC, a Georgia limited liability company.

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

5

“Facility Office” means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means the fee letter, dated 8 November, 2004, addressed to GLC from the Agents and the Arrangers and accepted by GLC on 8 November, 2004, with respect to certain fees, expenses and other amounts to be paid from time to time to the Agents and the Arrangers.

“Final Maturity Date” means the earlier of (a) the 547^th day after the Closing Date and (b) the earliest of the final maturities of the US Senior Facility and the UK Senior Facility (whether scheduled, by acceleration of otherwise).

“Finance Document” means this Agreement, the UK Intercreditor Agreement, any Fee Letter, any Accession Deed, the Debenture, the Intermediate Holding Companies Debenture, the Share Mortgage, the Security Trust Deed and any other document designated as such by each of the Agents and the Borrower.

“Finance Party” means the Administrative Agent, an Arranger, the Syndication Agent or a Lender.

“Fund” means any person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United Kingdom as in effect from time to time.

“GIFL” means GeoLogistics International Finance Ltd., a limited liability company organised under the laws of Ireland.

“GIFL US Intercompany Obligations” means any loan or advance from any US Loan Party to GIFL, together with any interest thereon and any guaranties thereof by any Obligor pursuant to this Agreement.

“GLA” means GeoLogistics Americas, Inc., a Delaware corporation.

“GLC” means GeoLogistics Corporation, a Delaware corporation.

“Governmental Authority” means any nation or government, any state, province, or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through Share Capital ownership or otherwise, by any of the foregoing.

“Grantor Parties” means each of the Restricted Persons other than the Subsidiaries of Holdings Bermuda.

“Guarantor” means an Original Guarantor or an Additional Guarantor.

6

“Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements and all other similar agreements or arrangements designed to alter the risks of any person arising from fluctuations in interest rates, currency values or commodity prices.

“Holdings Bermuda” means GeoLogistics (Holdings) Bermuda Limited, a company organised and existing under the law of Bermuda.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Intellectual Property” means, in each case whether now owned and hereafter arising or acquired, all patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright registrations, trademarks, trade names, trade styles, trademark and service mark applications, and licenses and rights to use any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or the license of any trademark); customer and other lists in whatever form maintained; and trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registrations; software and contract rights relating to software, in whatever form created or maintained.

“Intercreditor Agreements” means the UK Intercreditor Agreement and the US Intercreditor Agreement.

“Interest Expense” means, for any period, with respect to any person and its Subsidiaries, all of the following as determined in accordance with GAAP, total interest expense, whether paid or accrued (including the interest component of Capital Leases for such period), including all bank fees, commissions, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances or similar instruments, but excluding (a) amortisation of discount and amortisation of deferred financing fees and closing costs paid in cash in connection with the transactions contemplated by this Agreement and the US Second Lien Credit Agreement, (i) interest paid in property other than cash and (b) any other interest expense not payable in cash.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Intermediate Holding Company” means each person (a) in which, directly or indirectly GLC owns Share Capital and (b) that owns directly or indirectly any Share Capital of Asia Pacific, beneficially or otherwise.

7

“Intermediate Holding Companies Debenture” means the debenture dated on or about the date hereof among certain of the Intermediate Holding Companies and the Security Trustee for and on behalf of the Finance Parties.

“International Management” means GeoLogistics International Management (Bermuda) Limited.

“Inventory” means all of each Restricted Person’s now owned and hereafter existing or acquired goods, whenever located, which (a) are leased by such Restricted Person as lessor, (b) are held by such Restricted Person for sale or lease or to be furnished under a contract of service, (c) are furnished by such Restricted Person under a contract of service or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business.

“Lender” means:

(a)any Original Lender; and

(b)any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 21 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any Loan:

(a)the applicable Screen Rate; or

(b)(if no Screen Rate is available for dollars for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Administrative Agent at its request quoted by the Reference Bank to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in dollars and for a period comparable to the Interest Period for that Loan.

“LIW” means LIW Holdings Corp., a Delaware corporation.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Majority Lenders” means:

(a)prior to any Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 50% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 50% of the Total Commitments immediately prior to the reduction); or

(b)on and after the first time any Loans are outstanding, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 50% of all the Loans then outstanding.

8

“Mandatory Cost” means the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 4 (Mandatory Cost formula).

“Margin” means:

(a)during the period commencing on the Closing Date and ending on the date that is 270 days after the Closing Date, 6.50 per cent. per annum;

(b)during the period commencing 271 days after the Closing Date and ending on the date that is 450 days after the Closing Date, 8.50 per cent. per annum; and

(c)during the period commencing 451 days after the Closing Date until on or before the Final Maturity Date, 10.50 per cent. per annum.

“Material Contract” means (a) any contract or other agreement (other than the Finance Documents), written or oral, of any Restricted Person involving monetary liability of or to any person in an amount in excess of US$1,000,000 in any fiscal year, or US$500,000 in the fiscal year in which the Final Maturity Date occurs and (b) any other contract or other agreement (other than the Finance Documents), whether written or oral, to which any Restricted Person is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations or prospects of such Restricted Person or the validity or enforceability of this Agreement, any of the other Finance Documents, or any of the rights and remedies of the Agents hereunder or thereunder.

“MIL” means Matrix International Logistics, Inc., a Delaware Corporation.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the first and last Month of any period.

“Multiemployer Plan” means a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current plan year or the immediately preceding 6 plan years contributed to by any US Obligor or any ERISA Affiliate.

“Net Cash Proceeds” means proceeds received by any US Loan Party after the Closing Date in cash or Cash Equivalents from any of the following (a) any Property Loss Event or Asset Sale, other than an Asset Sale permitted by paragraphs (a)(iii)(A), (B), (C), (D), (E), (F), (G),

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(H), (I) or (J) of Clause 19.6 (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) hereof, net of (i) the reasonable cash costs of sale, collection, assignment or other disposition, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on indebtedness (other than any of the amounts outstanding under the Finance Documents) secured by the assets subject to such Asset Sale; provided, however, thatevidence of each of (i), (ii), and (iii) above is provided to each of the Agents in form and substance satisfactory to each of them, (b) (i) any Equity Issuance (other than any such Share Capital issuance by GLC occurring in the ordinary course of business to any director, member of the management or employee of GLC or its Subsidiaries) or (ii) any Debt Issuance, in each case net of brokers’ and advisors’ fees and other costs incurred in connection with such transaction; provided, however, that in the case of this paragraph (b),evidence of such costs is provided to the Administrative Agent in form and substance satisfactory to each Agent.

“Net Income” means, with respect to any person, for any period, the aggregate of the net income (loss) of such person and its Subsidiaries, on a consolidated basis, for such period (excluding to the extent included therein any extraordinary or one-time gains or losses) after deducting all charges which should be deducted before arriving at the net income (loss) for such period and after deducting the Provision for Taxes for such period, all as determined in accordance with US GAAP; provided, however, that the effect of any change in accounting principles adopted by such person or its Subsidiaries after the date hereof shall be excluded.  For the purpose of this definition, net income excludes any gain or loss, together with any related Provision for Taxes for such gain or loss realised upon the sale or other disposition of any assets that are not sold in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions), or of any Share Capital of such person or a Subsidiary of such person and any net income realised as a result of changes in accounting principles or the application thereof to such person.

“Obligations” means the Loan and all other amounts, obligations, covenants and duties owing by the Borrower to either Agent, any Lender, any Affiliate of any of them or any Indemnitee (as defined in Clause 16 (Guarantee and Indemnity)), of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn or other payment thereunder, loan, guarantee, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under this Agreement or any other Finance Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guarantee or other instrument or for the payment of money, including all letter of credit, cash management and other fees, interest, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Borrower under this Agreement or any other Finance Document.

“Obligor” means the Borrower or a Guarantor.

“Original Guarantor” means those Guarantors as at the date of this Agreement as referenced in the recitals to this Agreement.

“Original Obligor” means the Borrower or an Original Guarantor.

“Other Restricted Person” means any Subsidiary of Holdings Bermuda.

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“Party” means a party to this Agreement.

“Permitted European Consolidation”means the sale by GLC and LEP Holdings GmbH of their interests in GeoLogistics SarL (Italy) to GeoLogistics GmbH (Germany).

“Permitted Holder” means the persons listed on Schedule 9 (Permitted Holders) and their respective successors.

“Permitted Holder Share Capital” means the preferred share capital of GLC issued to the Questor Funds upon conversion of convertible debt owed to the Questor Funds in an aggregate principal amount of not more than $25,781,219.62 plus any unpaid interest accrued to such principal (which, on the date of such issuance equalled $710,415.84).

“Permitted Liquidation”means the liquidation of (a) any US Group Member into any other US Group Member or GLC, (b) any Intermediate Holding Company (other than Holdings Bermuda or International Management) into any other Intermediate Holding Company or GLC, (c) any UK Group Member other than the Borrower into another UK Group Member or the Borrower, or (d) any Other Restricted Person (other than Asia Pacific) into any Other Restricted Person; provided, however, that, in order to qualify as a Permitted Liquidation, each Restricted Person shall have complied with Clause 19.22 (Further Assurances) to the satisfaction of each Agent prior to the consummation of the liquidation and after giving effect thereto.

“Permitted Sale”means any sale, assignment, lease, transfer or other disposition of any assets of GLC or its Subsidiaries out of the ordinary course of business in an aggregate amount not exceeding US$3,000,000 per fiscal year (or US$1,500,000 for the fiscal year in which the Final Maturity Date occurs) for all such sales, assignments, acquisitions or dispositions made by GLC or any of its Subsidiaries.

“Permitted Subsidiaries”means any wholly-owned subsidiary of any US Group Member, UK Group Member or any Other Restricted Person; provided, however, that in the case of any such US Group Member or UK Group Member, such US Group Member or UK Group Member shall have complied (and caused such subsidiary to comply) with Clause 19.22 (Further Assurances) to the satisfaction of each Agent.

“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which any Restricted Person or any ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, other than a Multiemployer Plan.

“Property Loss Event” means (a) any loss of or damage to property of any Obligor or any Subsidiary of any Obligor that results in the receipt by such person of proceeds of insurance in excess of US$500,000 (individually or in the aggregate) or (b) any taking of property of any Obligor or any Subsidiary of any Obligor that results in the receipt by such person of a compensation payment in respect thereof in excess of US$500,000 (individually or in the aggregate).

“Provision for Taxes” means, with respect to any person, for any period, an amount equal to all taxes imposed on or measured by net income, whether foreign or domestic, that are paid or payable by such person and its Subsidiaries in respect of such period on a consolidated basis in accordance with GAAP.

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“Qualifying Lender” has the meaning given to it in Clause 12 (Tax gross-up and indemnities).

“Questor Funds”means the persons identified on Schedule 9 (Permitted Holders) and their respective successors.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Records” means all of each Restricted Person’s present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Security created pursuant to the Finance Documents or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of such Restricted Person with respect to the foregoing maintained with or by any other person).

“Reference Bank” means the principal London office of Citibank NA, Londonor such other bank or banks as may be appointed by the Agents in consultation with the Borrower.

“Relevant Interbank Market” means the London interbank market.

“Repeating Representations” means each of the representations set out in Clause 17 (Representations).

“Restricted Person” means each of the following: (a) GLC, (b) each US Group Member and each Subsidiary of each US Group Member, (c) each Intermediate Holding Company, (d) each UK Group Member and (e) each Subsidiary of Holdings Bermuda.

“Restricted Persons Sale and Investment Amount”means the sum of the following:

(a)the aggregate outstanding principal amount of loans and advances made by any Restricted Person to any Subsidiary of GLC in reliance on Clause 19.9(g)(v) (Loans, Investments, Etc.) together with the aggregate outstanding principal amount of any such loans and advances made by such Restricted Person after 31 October 2004 and on or before the date hereof;

(b)the aggregate maximum amount for which Restricted Persons could be liable in connection with any assumptions by such Restricted Person’s reimbursement obligations of any Subsidiary of GLC (if the related letters of credit are fully drawn) made in reliance on Clause 19.9(g)(v) (Loans, Investments, Etc.) together with the aggregate maximum amount of such assumption of reimbursement obligations assumed by such Restricted Person after 31 October 2004 and on or before the date hereof;

(c)the aggregate maximum amount any Restricted Person could be liable under any guarantees for the benefit of any Subsidiary of GLC made in reliance on Clause

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19.9(g)(v) (Loans, Investments, Etc.) together with the aggregate maximum amount of such guarantees made by such Restricted Person after 31 October 2004 and on or before the date hereof;

(d)the aggregate capital contributions made by any Restricted Person to any Subsidiary of GLC pursuant to Clause 19.9(g)(v) (Loans, Investments, Etc.) together with the aggregate amount of such capital contributions made by such Restricted Person after 31 October 2004 and on or before the date hereof; and

(e)the fair market value of all assets transferred in Asset Sales made in reliance on Clause 19.6(a)(iii)(G) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) together with the fair market value of all such assets transferred in Asset Sales made after 31 October 2004 and on or before the date hereof.

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for dollars for the relevant period, displayed on the appropriate page of the Reuters screen.  If the agreed page is replaced or service ceases to be available, the Administrative Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Trust Deed” means a security trust deed dated on or about the date hereof between, amongst others, the Administrative Agent and the other Finance Parties.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

“Share Capital” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of such person’s share capital, partnership interests or limited liability company interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such share capital or other interests (but excluding any debt security that is exchangeable for or convertible into such share capital).

“Share Mortgage” means the mortgage in respect of shares held by the UK Borrower’s Parent in the Borrower.

“Solvent” means , with respect to any person as of any date of determination, that, as of such date, (a) the value of the assets of such person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such person, (b) such person is able to pay all liabilities of such person as such liabilities mature and (c) such person does not have unreasonably small capital.  In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Time” means a time determined in accordance with Schedule 8 (Timetables).

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“Subsidiary” means, with respect to any person, any corporation, limited or general partnership, limited liability company, trust, association or other business entity of which more than 50% of the voting Share Capital or other voting equity interests (in the case of a business entity other than a corporation) is owned or controlled directly or indirectly by such person, or one or more Subsidiaries of such person, or a combination thereof.

“Tangible Net Worth” means with respect to any person (on an unconsolidated basis), at any time, in accordance with US GAAP (except as otherwise specifically set forth below), the amount equal to the sum of the following: (a) the difference between (i) the aggregate net book value of all assets of such person, calculating the book value of inventory for this purpose on a first-in-first-out basis, after excluding from such assets all goodwill, capitalised financing costs and other assets deemed intangible under US GAAP, and after deducting from such book values all appropriate reserves in accordance with US GAAP (including any reserves for doubtful receivables, obsolescence, depreciation or amortization) and (ii) the aggregate amount of the indebtedness and other liabilities of such person (including tax and other proper accruals), plus (b) indebtedness of such person which is subordinated in right of payment to the full and final payment of all of the amounts outstanding under the Finance Documents on terms and conditions acceptable to the Lenders. For purposes of this definition, indebtedness and liabilities shall not include preferred Share Capital, whether or not redeemable.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Taxes Act” means the Income and Corporation Taxes Act 1988.

“Total Commitments” means the aggregate of the Commitments being US$6,000,000 at the date of this Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate and Deed of Accession to the Security Trustee Deed) or any other form agreed between each of the Agents and the Borrower.

“Transfer Date” means, in relation to a transfer, the later of:

(a)the proposed Transfer Date specified in the Transfer Certificate; and

(b)the date on which the Administrative Agent executes the Transfer Certificate.

“UK Borrower’s Parent” means GeoLogistics International Management (Bermuda) Ltd.

“UK Group Member” means the Borrower and each Subsidiary of the Borrower.

“UK Intercreditor Agreement” means the intercreditor agreement, dated on or about the date hereof between, amongst others, the Borrower, the Original Lenders and Burdale Financial Limited.

“UK Sale and Investment Amount” means the sum of the following:

(a)the aggregate outstanding principal amount of loans and advances made by any UK Group Member to any Other Restricted Person in reliance on Clause 19.9(g)(iv)

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(Loans, Investments, Etc.) together with the aggregate outstanding principal amount of any such loans and advances made by such UK Group Member after 31 October 2004 and on or before the date hereof;

(b)the aggregate maximum amount for which any UK Group Member could be liable in connection with any of such UK Group Member’s assumption of reimbursement obligations of any Other Restricted Person (if the related letters of credit are fully drawn) in reliance on Clause 19.9(g)(iv) (Loans, Investments, Etc.) together with the aggregate maximum amount of such assumption of reimbursement obligations assumed by such UK Group Member after 31 October 2004 and on or before the date hereof;

(c)the aggregate maximum amount for which any UK Group Member could be liable under any guarantees made for the benefit of any Other Restricted Person in reliance on Clause 19.9(g)(iv) (Loans, Investments, Etc.) together with the aggregate maximum amount of such guarantees made by Such UK Group Member after 31 October 2004 and on or before the date hereof;

(d)the aggregate amount of capital contributions made by any UK Group Member to any Other Restricted Person in reliance on Clause 19.9(g)(iv) (Loans, Investments, Etc.) together with the aggregate amount of such capital contributions made by such UK Group Member after 31 October 2004 and on or before the date hereof;

(e)the aggregate outstanding principal amount of loans and advances made by any UK Group Member to GIFL in reliance on Clause 19.9(k) (Loans, Investments, Etc.) together with the aggregate outstanding principal amount of such loans and advanced made by such UK Group Member after 31 October 2004 and on or before the date hereof; and

(f)the fair market value of all assets transferred in Asset Sales made in reliance on Clause 19.6(a)(iii)(F) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) together with the fair market value of all such assts transferred in Asset Sales made after 31 October 2004 and on or before the date hereof.

“UK Senior Finance Party” means any agent or lender under any UK Senior Facility Document.

“UK Senior Credit Agreement” means the facility agreement dated 31 March 2000 between the Borrower as borrower and Burdale Financial Limited as the lender.

“UK Senior Facility” means the facility established pursuant to, and governed by, the UK Senior Facility Documents.

“UK Senior Facility Documents” means, collectively, the UK Senior Credit Agreement and each certificate, agreement or document or instrument now or at any time hereafter executed and/or delivered by any obligor under and pursuant to the UK Senior Credit Agreement.

“UK Senior Facility Termination Date” means the date on which no collateral granted in connection with the UK Senior Facility is any longer held as Security for the obligations owing by the Borrower under the UK Senior Facility Documents.

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“US Intercreditor Agreement” means the intercreditor agreement, dated on or about the date hereof among the administrative agent under the US Second Lien Credit Agreement, each US Senior Lender, the Borrower, and each other Grantor party thereto.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Unrestricted Subsidiary” means each Subsidiary of any Restricted Person that is not a Restricted Person.

“US Collateral Documents” means a security agreement, a pledge agreement, each deposit account control agreement and each other document executed and delivered by a US Loan Party pursuant to the US Second Lien Credit Agreement.

“US GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination.

“US Group Member” means each US Loan Party other than LIW and GLC.

“US Guarantor” means a person party to the US Guaranty or otherwise guarantor of any US Secured Obligation.

“US Guaranty” means the guaranty, in substantially the form of Exhibit F (Form of Guaranty) of the US Second Lien Credit Agreement, executed by the US Guarantors party thereto.

“US Loan Documents” means, collectively, the US Second Lien Credit Agreement, the US Notes (if any), the US Guaranty, the US Intercreditor Agreement, the Fee Letter, the US Collateral Documents and each certificate, agreement or document or instrument now or at any time hereafter executed and/or delivered by any US Loan Party to the administrative agent or any lender under the US Second Lien Credit Agreement in connection with or pursuant to any of the foregoing.

“US Loan Party” means each of GLC, each US Guarantor and each other Subsidiary of GLC that executes and delivers a US Loan Document and any guarantor, endorser, acceptor, surety or other person liable on or with respect to the US Obligations or who is the owner of any property which is security for the US Obligations.

“US Notes” means a promissory note of GLC payable to the order of any lender under the US Second Lien Credit Agreement in a principal amount equal to the amount of such lender’s loan to GLC under the US Second Lien Credit Agreement evidencing the indebtedness of GLC to such lender under the US Second Lien Credit Agreement resulting from such loan.

“US Obligations” means the loans and all other amounts, obligations, covenants and duties owing by GLC to either of the Agents, any lender, any affiliate of any of them or any indemnitee, in each case under the US Second Lien Credit Agreement, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of

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credit or payment of any draft drawn or other payment thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under the US Second Lien Credit Agreement, any other US Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all letter of credit, cash management and other fees, interest, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to GLC under the US Second Lien Credit Agreement or any other US Loan Document.

“US Obligors” means any Obligor that is incorporated and/or has a registered office or place of business (as the case may be) in a state of the United States of America.

“US Second Lien Credit Agreement” means the US$4,000,000 second lien credit agreement dated on or about the date hereof between, amongst others, GLC as borrower, Citicorp North America, Inc. as the administrative agent thereunder and Bear Stearns Corporate Lending Inc., as syndication agent.

“US Secured Obligations” means, in the case of GLC, the US Obligations, and, in the case of any other US Loan Party, the obligations of such US Loan Party under the US Guaranty and the other US Loan Documents to which it is a party.

“US Secured Party” means the lenders and the administrative agent under the US Second Lien Credit Agreement and any other holder of the US Secured Obligations.

“US Senior Borrowers” means, together, Expo, MIL and GLA.

“US Senior Credit Agreement” means the amended and restated loan and security agreement dated 7 November 2001 between the US Senior Lender and the US Senior Borrowers.

“US Senior Facility” means the facility established pursuant to, and governed by, the US Senior Facility Documents.

“US Senior Facility Documents” means, collectively, the US Senior Credit Agreement and each certificate, agreement or document or instrument now or at any time hereafter executed and/or delivered by any Grantor Party or any Affiliate of any Grantor Party to the US Senior Lender or any other US Senior Secured Party in connection with or pursuant to any of the foregoing.

“US Senior Lender” means Congress Financial Corporation (Western), a California corporation.

“US Senior Secured Party” means, collectively, the US Senior Lender and each other holder of any amount outstanding under the US Senior Facility.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

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“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Requests).

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

“Voting Share Capital” means the Share Capital of any person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling persons, of such person (irrespective of whether, at the time, Share Capital of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

1.2Construction

(a)Unless a contrary indication appears, any reference in this Agreement to:

(i)the “Agents”, the “Arrangers”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)“assets” includes present and future properties, revenues and rights of every description;

(iii)a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;

(iv)“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(v)“including” when used in any Finance Document means “including without limitation” except when used in the computation of time periods;

(vi)a “person” includes any person, firm, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(vii)a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(viii)a provision of law is a reference to that provision as amended or re-enacted; and

(ix)a time of day is a reference to London time.

(b)Section, Clause and Schedule headings are for ease of reference only.

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(c)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived;

(e)US$ and/or dollar denotes the lawful currency of the United States of America.

1.3Third party rights

(a)Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement or any other Finance Document.

(b)Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

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SECTION 2

THE FACILITY

2THE FACILITY

2.1The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar term loan facility in an aggregate amount equal to the Total Commitments.

2.2Finance Parties’ rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.3“Know your customer” checks

(a)If:

(i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)any change (including without limitation, any change in the composition of members of any Obligor) in the status of an Obligor after the date of this Agreement; or

(iii)a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges any Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the relevant Agent (in the case of the Administrative Agent, for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the relevant Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has

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complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)Each Lender shall promptly upon the request of an Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the relevant Agent (for itself) in order for it to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c)The Borrower shall, by not less than 10 Business Days’ prior written notice notify each Agent (which, in the case of the Administrative Agent, shall promptly notify the Lenders) of its intention to request that one of the Subsidiaries becomes an Additional Guarantor pursuant to Clause 22 (Changes to the Obligors).

(d)Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges an Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the relevant Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the relevant Agent (in the case of the Administrative Agent, for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the relevant Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

3PURPOSE

3.1Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards its working capital requirements and/or general corporate purposes of it and its Subsidiaries.

3.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4CONDITIONS OF UTILISATION

4.1Conditions precedent

(a)The Borrower may deliver the Utilisation Request only if the Administrative Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent to Initial Utilisation) in form and substance satisfactory to each of the Agents.  The Agents shall notify the Borrower and the Lenders promptly upon being so satisfied.

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(b)The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date no Default is continuing or would result from the Loan.

4.2Maximum number of Loans

The Borrower may not request that the Loan be divided.

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SECTION 3

UTILISATION

5UTILISATION

5.1Delivery of the Utilisation Request

The Borrower may utilise the Facility by delivery to the Administrative Agent of one duly completed Utilisation Request for the full amount of the Facility not later than the Specified Time.

5.2Completion of the Utilisation Request

(a)The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)the proposed Utilisation Date is the Closing Date;

(ii)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iii)the proposed Interest Period complies with Clause 9 (Interest Periods).

(b)Only one Utilisation may be requested.

5.3Currency and amount

(a)The currency specified in the Utilisation Request must be dollars.

(b)The amount of the proposed Loan must be the Available Facility.

5.4Lenders’ participation

(a)If the conditions set out in this Agreement have been met, each Lender shall make available to the Administrative Agent its participation in the Loan by the Utilisation Date through its Facility Office.

(b)The Administrative Agent shall notify each Lender of the amount of the Loan and the amount of its participation in that Loan by the Specified Time.

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SECTION 4

REPAYMENT AND PREPAYMENT

6REPAYMENT

6.1Repayment of Loans

The Borrower shall repay the entire unpaid principal amount of all outstanding Loans together with all accrued but unpaid interest thereon on the Final Maturity Date.

6.2Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7PREPAYMENT

7.1Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a)that Lender shall promptly notify the Administrative Agent upon becoming aware of that event;

(b)upon the Administrative Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c)the Borrower shall repay that Lender’s participation in the Loans on the last Business Day of the Interest Period occurring after the Administrative Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2Mandatory prepayment – disposals

Upon receipt by GLC or any of its Subsidiaries of Net Cash Proceeds arising from (i) an Asset Sale or Property Loss Event or (ii) from an Equity Issuance or Debt Issuance, the Borrower shall immediately prepay the Loan in an amount equal to 100% of such Net Cash Proceeds except as otherwise provided by the Intercreditor Agreements.

7.3Voluntary prepayment of Loan

(a)If the Borrower gives the Administrative Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, the Borrower may prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$1,000,000 and an integral multiple of US$500,000 or such lesser amount as may be outstanding).

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7.4Right of repayment in relation to a single Lender

(a)If:

(i)any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up);

(ii)any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1. (Increased costs); or

(iii)any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula),

the Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of its intention to procure the repayment of that Lender’s participation in the Loans.

(b)On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loans.

7.5Restrictions

(a)Any notice of prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant prepayment is to be made and the amount of that prepayment.

(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)The Borrower may not reborrow any part of the Facility which is prepaid.

(d)The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)If the Administrative Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to the relevant Lenders and/or the Borrower, as appropriate.

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SECTION 5

COSTS OF UTILISATION

8INTEREST

8.1Calculation of interest

The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)Margin;

(b)LIBOR; and

(c)Mandatory Cost, if any.

8.2Payment of interest

The Borrower shall pay accrued interest on the Loan on the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the dates falling at three Month intervals from the first day of such Interest Period).

8.3Default interest

(a)Effective immediately upon the occurrence of an Event of Default and for as long as such Event of Default shall be continuing, the principal balance of the Loan and the amount of all other Obligations then due and payable shall accrue interest on all outstanding amounts under the Facility from the due date up to the date of actual payment (both before and after judgment) at a rate (the “Default Interest Rate”) which, subject to paragraph (b) below, is one per cent higher than the rate applicable to the Loan or other Obligations from time to time.  Any interest accruing under this Clause 8.3 shall be immediately payable by the Obligor on demand to the Administrative Agent.

(b)If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period:

(i)the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period; and

(ii)the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. higher than the rate which would have applied if the overdue amount had not become due.

(c)Default interest (if unpaid) arising on the relevant amount will be compounded with that amount at the end of each Interest Period applicable to that amount but will remain immediately due and payable.

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8.4Notification of Rate of Interest

The Administrative Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

9INTEREST PERIODS

9.1Selection of Interest Periods

(a)The Borrower may select an Interest Period for the Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

(b)Each Selection Notice for the Loan is irrevocable and must be delivered to the Administrative Agent by the Borrower not later than the Specified Time.

(c)If the Borrower fails to deliver a Selection Notice to the Administrative Agent in accordance with paragraph (b) above, the relevant Interest Period will, subject to this Clause 9.1 and Clause 9.2 (Changes to Interest Periods), be one Month.

(d)Subject to this Clause 9, the Borrower may select for the Loan an Interest Period of one, two, three or six Months or any other period agreed between the Borrower and the Administrative Agent (acting on the instructions of all the Lenders).

(e)An Interest Period for the Loan shall not extend beyond the Final Maturity Date.

(f)Each Interest Period for the Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

9.2Changes to Interest Periods

The Administrative Agent may change any Interest Period determined pursuant to Clause 9.1(c) in compliance with Clause 9.1(e) and upon making such change, it shall promptly give notice thereof to the Borrower and the Lenders.

9.3Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10CHANGES TO THE CALCULATION OF INTEREST

10.1Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Bank but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Bank.

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10.2Market disruption

(a)If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the rate per annum which is the sum of:

(i)the Margin;

(ii)the rate notified to the Administrative Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii)the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)In this Agreement “Market Disruption Event” means:

(i)at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and the Reference Bank does not supply a rate to the Administrative Agent to determine LIBOR for dollars for the relevant Interest Period; or

(ii)before close of business in London on the Quotation Day for the relevant Interest Period, the Administrative Agent receives notifications from a Lender or Lenders (whose participations are at least fifty per cent of the Loan) that the cost to it or them of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

10.3Alternative basis of interest or funding

(a)If a Market Disruption Event occurs and any of the Agents or the Borrower so requires, the Agents and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

10.4Break Costs

(a)The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.

(b)Each Lender shall, as soon as reasonably practicable after a demand by the Administrative Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

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11FEES

GLC has agreed to pay to the Agents and the Arrangers certain fees, expenses and other amounts, the amount and dates of payment of all of which are embodied in the Fee Letter.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12TAX GROSS UP AND INDEMNITIES

12.1Definitions

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(i)a Lender:

(A)which is a bank (as defined for the purpose of section 349 of the Taxes Act) making an advance under a Finance Document; or

(B)in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 349 of the Taxes Act) at the time that that advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(ii)a Treaty Lender.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

“Treaty Lender” means a Lender which:

(iii)is treated as a resident of a Treaty State for the purposes of the Treaty; and

(iv)does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected.

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

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12.2Tax gross-up

(a)Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)The Borrower shall promptly upon becoming aware that either itself or another relevant Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction)  notify the Administrative Agent accordingly.   Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender.  If the Administrative Agent receives such notification from a Lender it shall notify the Borrower and the relevant Obligor (as the case may be).

(c)If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by the United Kingdom from a payment of interest on a Loan, if on the date on which the payment falls due:

(i)the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or

(ii)the relevant Lender is a Treaty Lender and he Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below.

(e)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f)Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Administrative Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g)A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

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12.3Tax indemnity

(a)The Borrower shall (within three Business Days of demand by the Administrative Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)Paragraph (a) above shall not apply:

(i)with respect to any Tax assessed on a Finance Party:

(A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)to the extent a loss, liability or cost:

(A)is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

(B)would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied.

(c)A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the Borrower.

(d)A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Administrative Agent.

12.4Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

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12.5Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6Value added tax

(a)All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT.  The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

(c)Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of the group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

13INCREASED COSTS

13.1Increased costs

(a)Subject to Clause 13.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Administrative Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b)In this Agreement “Increased Costs” means:

(i)a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)an additional or increased cost; or

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(iii)a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2Increased cost claims

(a)A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Administrative Agent of the event giving rise to the claim, following which the Administrative Agent shall promptly notify the Borrower.

(b)Each Finance Party shall, as soon as practicable after a demand by the Administrative Agent, provide a certificate confirming the amount of its Increased Costs.

13.3Exceptions

(a)Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i)attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);

(iii)compensated for by the payment of the Mandatory Cost; or

(iv)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b)In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

14OTHER INDEMNITIES AND MITIGATION

14.1Currency indemnity

(a)If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)making or filing a claim or proof against that Obligor;

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency

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into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2Other indemnities

The Borrower shall (or shall procure that an Obligor will), within 3 Business Days of demand, indemnify each Indemnitee (as defined in Clause 16.1 (Guarantee and indemnity)) against any cost, loss or liability incurred by that Finance Party as a result of:

(a)the occurrence of any Event of Default;

(b)a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 25 (Sharing among the Finance Parties);

(c)funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3Indemnity to the Agents

The Borrower shall promptly indemnify each of the Agents against any cost, loss or liability incurred by that Agent (acting reasonably) as a result of:

(a)investigating any event which it reasonably believes is a Default; or

(b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

14.4Mitigation

(a)Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities), Clause 13 (Increased costs) or paragraph 3 of Schedule 4 (Mandatory Cost formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

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15COSTS AND EXPENSES

15.1Transaction expenses

The Borrower shall on demand pay the Administrative Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution, syndication, due diligence and other investigations and appraisals of:

(a)this Agreement and any other documents referred to in this Agreement;

(b)any other Finance Documents executed after the date of this Agreement; and

(c)any other agreement relating to the consumption of the transaction contemplated herein.

15.2Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 26.9 (Change of currency), the Borrower shall, upon demand, reimburse each of the Agents for the amount of all costs and expenses (including legal fees) reasonably incurred by that Agent in responding to, evaluating, negotiating or complying with that request or requirement.

15.3Enforcement costs

The Borrower shall, upon demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

15.4Court proceedings

The Borrower shall and it shall procure that each relevant Obligor shall, pay to the Administrative Agent (for and on behalf of the Indemnitees (as defined in Clause 16.1 (Guarantee and indemnity)) on demand all costs and expenses (including legal fees) incurred by any Indemnitee (as defined in Clause 16.1 (Guarantee and indemnity)) in connection with:

(a)commencement, defense or intervention in any court proceeding relating in any way to the obligations of any Obligor under this Agreement or any other Finance Document, US Loan Document, US Senior Facility Document or UK Senior Facility Document; and

(b)the response to, and preparation for, any subpoena or request for document production with which any Finance Party is served or deposition or other proceeding in which that Finance Party is called to testify, in each case, relating in any way to the obligations of any Obligor or any of their Subsidiaries under this Agreement or any other US Loan Document, Finance Document or US Senior Facility Document or UK Senior Facility Document.

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SECTION 7

GUARANTEE

16GUARANTEE AND INDEMNITY

16.1Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)guarantees to each Finance Party punctual performance by the Borrower of all its obligations under the Finance Documents;

(b)undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

(c)indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover; and

(d)indemnifies each Finance Party, each of their respective Affiliates and each of the directors, officers, employees, agents, trustees, representatives, lawyers, consultants and advisors of a Finance Party or such Affiliate (each an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on the laws of any jurisdiction or other statutory regulation of any jurisdiction, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Finance Document, any US Loan Document, any amount outstanding under any Finance Document, any document filed with the Financial Services Authority any of the US Senior Facility Documents or the UK Senior Facility Documents, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loan or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Clause 16.1(d) to an Indemnitee with respect to any Indemnified Matter that has resulted primarily from the gross negligence or wilful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

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16.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

16.3Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b)each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

16.4Waiver of defences

The obligations of each Guarantor under this Clause 16 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 16 (whether or not known to it or any Finance Party) including:

(a)any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of GLC or any of its Subsidiaries;

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

(f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)any insolvency or similar proceedings.

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16.5Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 16.  This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

16.6Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a)refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 16.

16.7Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless each of the Agents otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a)to be indemnified by an Obligor;

(b)to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or

(c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

16.8Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement.

17.1Corporate/company existence, power and authority; Subsidiaries

(a)Each Restricted Person is a corporation, limited liability company or entity duly organised, as the case may be, and duly organised in good standing under the laws of its jurisdiction of incorporation or organisation, as the case may be, and (where applicable) duly qualified as a foreign corporation and is in good standing in all other jurisdictions where the nature and extent of the business transacted by it or its ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on such Restricted Person’s financial condition, results of operation or business of GLC and its Subsidiaries taken as a whole or the rights of either Agent and the Lenders in or to any of the Security created pursuant to the Finance Documents.

(b)Attached as Schedule 10 (Group Structure Chart) is a true and correct organisational chart of GLC and each of its Subsidiaries as of the date hereof which identifies each person that is an Intermediate Holding Company and each person that is a Restricted Person at the date hereof.

(c)The execution, delivery and performance of this Agreement and the other Finance Documents and the transactions contemplated hereunder and thereunder (i) are all within each Obligor’s corporate or company powers, (ii) have been duly authorised, (iii) are not in contravention of law or the terms of such Obligor’s certificate of incorporation, constitutional documents or by-laws, or any indenture, agreement or undertaking to which such Obligor is a party or by which such Obligor or its property are bound and (iv) will not result in the creation or imposition of, or require or give rise to any obligation to grant Security upon any property of any Obligor other than under this Agreement and the other Finance Documents.

(d)This Agreement and the other Finance Documents constitute legal, valid and binding obligations of each Obligor enforceable in accordance with their respective terms.

17.2Pari passu ranking

Each Obligor confirms that its payment obligations under the Finance Documents rank at least pari passu in right and priority of payment with all other present and future outstanding unsubordinated indebtedness of the Restricted Persons; provided, however, that the rights and obligations among the Finance Parties and the UK Senior Finance Parties in respect of the Security created pursuant to any of the Finance Documents shall be as set forth in the UK Intercreditor Agreement.

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17.3Priority of security

The Security securing indebtedness under the Finance Documents constitutes valid and enforceable first mortgages and charges and security interests subject only to permitted Security pursuant to Clause 19.7 (Encumbrances).

17.4Financial statements; no material adverse change

All financial statements relating to GLC and its Subsidiaries that have been delivered hereunder or in connection herewith (whether before or after the Closing Date) have been prepared in accordance with Applicable GAAP (except in each case as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include any notes) and fairly present, in all material respects, the financial condition and the results of operations of GLC and its Subsidiaries taken as a whole as at the dates and for the periods set forth therein.

17.5Title to properties

Each Restricted Person has valid freehold or leasehold interests in all of its real property (it being understood that Expo occupies premises leased by GLA) and good, valid and merchantable title to all of its other properties and assets subject to no Security of any kind, except those granted to the Administrative Agent and such others as are permitted under Clause 19.7 (Encumbrances).

17.6Tax returns

Each Restricted Person has filed, or caused to be filed, in a timely manner all tax returns, reports and declarations that are required to be filed by it (without requests for extension except as previously disclosed in writing to the Administrative Agent).  All information in such Tax returns, reports and declarations is complete and accurate in all material respects.  Each Restricted Person has paid or caused to be paid all Taxes due and payable or claimed due and payable in any assessment received by it, except Taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person and with respect to which adequate reserves have been set aside on its books.  Adequate provision has been made for the payment of all accrued and unpaid Taxes whether or not yet due and payable and whether or not disputed.

17.7Litigation

Except as set forth on Schedule 11 (Litigation), there is no present investigation by any Governmental Authority pending, or to the best of any Restricted Person’s knowledge threatened, against or affecting any Restricted Person, its assets or business and there is no action, suit, proceeding or claim by any person pending, or to the best of any Restricted Person’s knowledge threatened, against any Restricted Person or its assets or goodwill, or against or affecting any transactions contemplated by this Agreement, that has a material possibility (as reasonably determined by either Agent) of being adversely determined against any Restricted Person, and if adversely determined against such Restricted Person would result in any material adverse change in the assets, business or condition (financial or otherwise) of GLC and its Subsidiaries, taken as a whole, or would impair the ability of such Restricted Person to perform its obligations hereunder or under any of the other Finance

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Documents to which it is a party or of the Administrative Agent to enforce any Obligation or realise any Security created pursuant to any of the Finance Documents.

17.8Compliance with other agreements and applicable laws

No Restricted Person is in default under, or in violation of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and each Restricted Person is in compliance with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any Governmental Authority whether of England and Wales, foreign or of the United States at federal, state or local level where such non-compliance would result in any material adverse change in the assets, business or condition (financial or otherwise) of GLC and its Subsidiaries, taken as a whole or impair the ability of such Restricted Person to perform its obligations hereunder or under any of the other Finance Documents to which it is a party or of the Administrative Agent to enforce any Obligation or realise any Security created pursuant to any of the Finance Documents.

17.9Environmental compliance

(a)Except as set forth on Schedule 12 (Environmental), no Restricted Person has generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any hazardous materials, on or off its premises (whether or not owned by it) in any manner that at any time violates any applicable Environmental Law or any license, permit, certificate, approval or similar authorization thereunder and the operations of such Restricted Person complies in all material respects with all Environmental Laws and all licenses, permits, certificates, approvals and similar authorisations thereunder.

(b)Except as set forth on Schedule 12 (Environmental), there has been no investigation, proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of any Restricted Person’s knowledge threatened, with respect to any non compliance with or violation of the requirements of any Environmental Law by any Restricted Person or the release, spill or discharge, threatened or actual, of any hazardous material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any hazardous materials or any other environmental, health or safety matter, that affects any Restricted Person or its business, operations or assets or any properties at which any Restricted Person has transported, stored or disposed of any hazardous materials.

(c)No Restricted Person has material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any hazardous materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any hazardous materials.

(d)Each Restricted Person has all licenses, permits, certificates, approvals or similar authorisations required to be obtained or filed in connection with the operations of such Restricted Person under any Environmental Law and all of such licenses, permits, certificates, approvals or similar authorisations are valid and in full force and effect.

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17.10Employee Benefits

(a)Except as set forth on Schedule 13 (ERISA), in respect of each US Obligor, each Plan is in material compliance with the applicable provisions of ERISA, the United States of America Internal Revenue Code of 1986 and other federal or state law.  Each Plan or Multiemployer Plan that is intended to qualify under Section 401(a) of the United States of America Internal Revenue Code of 1986 has received a favourable determination letter from the United States Internal Revenue Service and to the best of each US Obligor’s knowledge, nothing has occurred that would cause the loss of such qualification.  Each Restricted Person and its ERISA Affiliates have made all required contributions to any Plan or Multiemployer Plan subject to Section 412 of the United States of America Internal Revenue Code of 1986, and no application for a funding waiver or an extension of any amortisation period pursuant to Section 412 of the United States of America Internal Revenue Code of 1986 has been made with respect to any Plan or Multiemployer Plan.

(b)There are no pending or, to the best of each Restricted Person’s knowledge, threatened, claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan, other than routine claims for benefits.  To the best of each Restricted Person’s knowledge, there has been no non exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(c)Each US Obligor confirms that (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) the current value of each Plan’s assets (determined in accordance with the assumptions used for funding such Plan pursuant to Section 412 of the United States of America Internal Revenue Code of 1986) is not less than such Plan’s liabilities under Section 4001(a)(16) of ERISA; (iii) no Restricted Person or any of its ERISA Affiliates have incurred, nor do any of them reasonably expect to incur, any liability under Title IV of ERISA (other than premiums due and not delinquent under Section 4007 of ERISA) that has not been satisfied in full; (iv) no Restricted Person or any of its ERISA Affiliates have incurred, nor do any of them reasonably expect to incur, any liability (and no event has occurred that, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Restricted Person or any of its ERISA Affiliates have engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

17.11Intellectual Property

Each Restricted Person owns or licenses or otherwise has, pursuant to a valid and enforceable written agreement, all rights to all Intellectual Property which are necessary and sufficient for the operation of its business as presently conducted and proposed to be conducted.  As of the date hereof, no Restricted Person has any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or the United States Copyright Office or any similar office or agency in the United States, any state thereof, any political subdivision thereof or in any other country, other than those described on Schedule 14 (Intellectual Property Rights) and has not granted any licenses or other rights with respect thereto other than as set forth on Schedule 14 (Intellectual Property Rights).  No event has occurred that permits or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights.  To the best of each Restricted Person’s knowledge, the use, sale, offer for sale, manufacture or import of any slogan or other

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advertising device, product, process, method, substance or other Intellectual Property by such Restricted Person does not infringe any patent, trademark, servicemark, tradename, copyright, license or other Intellectual Property owned by any other person and no claim or litigation is pending or threatened against or affecting such Restricted Person with respect to the foregoing or otherwise contesting its right to sell or use any such Intellectual Property.  Schedule 14 (Intellectual Property Rights) sets forth all of the agreements or other arrangements of each Restricted Person pursuant to which such Restricted Person has a license or other right to use any trademarks, logos, designs, representations or other Intellectual Property owned by another person as in effect on the date hereof and the dates of the expiration of such agreements or other arrangements of such Restricted Person as in effect on the date hereof (collectively, together with such agreements or other arrangements as may be entered into by such Restricted Person after the date hereof other than licenses related to commercial off the shelf software or embedded software, the “License Agreements”).  No trademark, servicemark or other Intellectual Property at any time used by any Restricted Person that is owned by another person, or owned by such Restricted Person is subject to any Security in favour of any person other than the Finance Parties, the US Secured Parties, the US Senior Secured Parties or the secured parties under the UK Senior Facility Documents, is affixed to any Inventory, except to the extent permitted under the terms of the License Agreements listed on Schedule 14 (Intellectual Property Rights).

17.12Subsidiaries; Affiliates; capitalisation; solvency

(a)Except as set forth on Schedule 15 (Restricted Persons), no Restricted Person has any Subsidiary and no Restricted Person is engaged in any joint venture or partnership, in each case except as set forth in Schedule 15 (Restricted Persons) and subject to the right of each Restricted Person to form or acquire Subsidiaries in accordance with Clause 19.9 (Loans, Investments, Etc.).

(b)Each Restricted Person is the record and beneficial owner of all of the issued and outstanding Share Capital of each of its direct Subsidiaries listed and Schedule 15 (Restricted Persons) lists each Restricted Person and all Subsidiaries owned by such Restricted Person. There are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional Share Capital or securities convertible into or exchangeable for Share Capital.

(c)The issued and outstanding shares of the Share Capital of each Restricted Person are directly and beneficially owned and held by the persons indicated on Schedule 15 (Restricted Persons), and in each case all of such shares have been duly authorised and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the date hereof.

(d)As of the date hereof, each US Loan Party and each Obligor is Solvent.

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17.13Labour disputes

(a)Set forth in Schedule 16 (Disputes) is a list (including dates of termination) of all collective bargaining or similar agreements between or applicable to each Restricted Person and any union, labor organisation or other bargaining agent in respect of the employees of such Restricted Person on the date hereof.

(b)There is (i) no significant unfair labour practice complaint pending against any Restricted Person or, to the best of each Restricted Person’s knowledge, threatened against it, before the National Labor Relations Board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending on the date hereof against any Restricted Person or, to the best of each Restricted Person’s knowledge, threatened against it, and (ii) no significant strike, labor dispute, slowdown or stoppage is pending against any Restricted Person or, to the best of each Restricted Person’s knowledge, threatened against such Restricted Person.

17.14Restrictions on Subsidiaries

Except for restrictions contained in this Agreement or any other agreement with respect to indebtedness of any Restricted Person permitted hereunder as in effect on the date hereof, or any agreement with respect to any Subsidiary of a Restricted Person described in Schedule 15 (Restricted Persons) or any other agreement entered into after the date hereof as part of, and by the parties to, a financing entered into in reliance on Clause 19.6(b)(i) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) or Clause 19.8(i) (Indebtedness), there are no contractual or consensual restrictions on any Restricted Person or any Subsidiary of any Restricted Person that prohibit or otherwise restrict (a) the transfer of cash or other assets to or between Restricted Persons or (b) the ability of any Restricted Person incur indebtedness or grant Security to any Finance Party pursuant to the Finance Documents.

17.15Material Contracts

Schedule 17 (Material Contracts) sets forth all Material Contracts to which each Restricted Person is a party or is bound as of the date hereof.  Each Restricted Person has delivered true, correct and complete copies of such Material Contracts to the Administrative Agent on or before the date hereof.

17.16Investment Company Act; Public Utility Holding Company Act

None of the US Obligors is (a) an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the United States of America Investment Company Act of 1940, as amended or (b) a “holding company,” or an “affiliate” or a “holding company” or a “subsidiary company” of a “holding company,” as each such term is defined and used in the United States of America Public Utility Holding Company Act of 1935, as amended.

17.17Accuracy and completeness of information

All information furnished by or on behalf of any Restricted Person in writing to any Finance Party in connection with this Agreement, any Finance Document or any transaction contemplated hereby or thereby, including, without limitation, all information on any Schedule or any schedule or annex to any other Finance Document is true and correct in all material respects on the date as of which such information is dated or certified and does not

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omit any material fact necessary in order to make such information not misleading.  No event or circumstance has occurred that has had or could reasonably be expected to have a material adverse affect on the business, assets or condition (financial or otherwise) of GLC and its Subsidiaries, taken as a whole, that has not been fully and accurately disclosed to the Administrative Agent in writing.

17.18Survival of warranties; cumulative

All representations and warranties contained in this Agreement, the Finance Documents or any of the US Loan Documents shall survive the execution and delivery of this Agreement and shall be conclusively presumed to have been relied on by each Agent regardless of any investigation made or information possessed by either Agent.  The representations and warranties set forth herein shall be cumulative and in addition to any other representations or warranties that any Obligor shall give, or cause to be given, pursuant to any Finance Document.

18FINANCIAL COVENANTS

GLC agrees with the Lenders and each Agent to each of the following as long as any amounts under any Finance Document remains outstanding and, in each case, unless the Majority Lenders otherwise consent in writing, and GLC shall and shall cause each Restricted Person and each US Loan Party, as applicable, to comply with the following:

18.1Minimum EBITDA

GLC and its Subsidiaries shall achieve, on a consolidated basis, EBITDA, measured as at the end of each month on a rolling twelve-month basis, of not less than the amount set forth opposite such month:

Twelve-Month Period Ending	Minimum EBITDA
November 2004	US$11,600,000
December 2004	US$17,250,000
January 2005	US$17,800,000
February 2005	US$17,800,000
March 2005	US$18,500,000
April 2005	US$19,000,000
May 2005	US$19,000,000
June 2005	US$19,700,000
July 2005	US$20,000,000
August 2005	US$21,000,000
September 2005	US$21,600,000

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October 2005	US$22,500,000
November 2005	US$23,300,000
December 2005	US$24,000,000
January 2006	US$24,500,000
February 2006	US$25,000,000
March 2006	US$26,000,000
April 2006	US$27,000,000

18.2Minimum Tangible Net Worth

GLC and its Subsidiaries shall maintain, on a consolidated basis, Tangible Net Worth, measured as at the end of each accounting quarter, of not less than the amount set forth opposite such quarter:

Quarter Ending	Minimum Tangible Net Worth(1)
December 31, 2004	-US$39,800,000
March 31, 2005	-US$44,000,000
June 30, 2005	-US$46,000,000
September 30, 2005	-US$46,400,000
December 31, 2005	-US$39,800,000
March 31, 2006	-US$42,000,000

19GENERAL UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any Obligation remains outstanding and, in each case, unless the Majority Lenders otherwise consent in writing.

19.1Maintenance of Existence

Each Obligor shall ensure that each Restricted Person shall at all times preserve, renew and keep in full, force and effect its corporate or company existence and rights and franchises with respect thereto (other than as expressly permitted under Clause 19.6(a)(i) or (v) (Sale of Assets, Consolidation, Merger, Dissolution, Etc)) and maintain in full force and effect all permits, licenses, trademarks, trade names, approvals, authorisations, leases and contracts necessary to carry on the business as presently or proposed to be conducted.

(1) “-” indicates negative Tangible Net Worth.

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19.2Compliance with Laws, Regulations, Etc.

(a)Each Obligor shall ensure that each Restricted Person shall, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any Governmental Authority, applicable to it, including all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws where such non-compliance would result in a material adverse effect on the assets, business or condition (financial or otherwise) of GLC and its Subsidiaries, taken as a whole, or would materially impair the ability of such Restricted Person to perform its obligations under the Finance Documents to which it is a party or of the Administrative Agent to enforce any Security or realise any Security created pursuant to the Finance Documents, and in the case of each US Loan Party, that it and its ERISA Affiliates shall, at all times comply with ERISA, the United States of America Internal Revenue Code of 1986, the United States of America Occupational Safety and Health Act of 1970, as amended and the United States of America Fair Labour Standards Act of 1938, as amended.

(b)Each Obligor shall ensure that each Restricted Person shall give written notice to the Administrative Agent immediately upon such Restricted Person’s receipt of any notice of, or such Restricted Person otherwise obtaining knowledge of:

(i)the occurrence of any event involving the release, spill or discharge, threatened or actual, of any hazardous material; or

(ii)any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by any Restricted Person; (B) the release, spill or discharge, threatened or actual, of any hazardous material; or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any hazardous materials other than in the ordinary course of and other than as permitted under any applicable Environmental Law.  Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Restricted Person to the Administrative Agent.  Each Restricted Person shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to the Administrative Agent on such response.

(c)Without limiting the generality of the foregoing, whenever either Agent reasonably determines that there is any material non-compliance, or any condition that requires any action by or on behalf of any Restricted Person in order to avoid any material non-compliance, with any Environmental Law, each Obligor shall ensure that such Restricted Person shall, at either Agent’s request and such Restricted Person’s expense:

(i)cause an independent environmental engineer acceptable to each Agent to conduct such tests of the site where a Restricted Person’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a

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report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof; and

(ii)provide to the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Restricted Person’s response thereto or the estimated costs thereof, shall change in any material respect.

(d)Each Obligor shall indemnify and hold harmless each Agent, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a hazardous material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Restricted Person and the preparation and implementation of any closure, remedial or other required plans.  All representations, warranties, covenants and indemnifications in this Clause 19.2(d) shall survive the payment of any Obligations and the termination or non-renewal of this Agreement.

19.3Payment of Taxes and Claims

Each Obligor shall ensure that each Restricted Person shall duly pay and discharge all Taxes, assessments, contributions and governmental charges upon or against it or its properties or assets, except for Taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person and with respect to which adequate reserves have been set aside on its books.

19.4Insurance

Each Obligor shall ensure that each Restricted Person shall at all times, maintain with financially sound and reputable insurers insurance with respect to any Security created pursuant to the Finance Documents against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations of established reputation engaged in the same or similar businesses and similarly situated.  Each Obligor shall ensure that each Restricted Person shall furnish certificates, policies or endorsements to the Administrative Agent as proof of such insurance, and, if any Restricted Person fails to do so, the Administrative Agent is authorised, but not required, to obtain such insurance at the expense of the Obligors.  All policies shall provide for at least 30 days prior written notice to the Administrative Agent of any cancellation or material reduction of coverage.  Each Obligor shall ensure that each Restricted Person shall cause the Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under each Restricted Person’s insurance policies and that each relevant Restricted Person shall obtain non-contributory lender’s loss payable endorsements to all casualty insurance policies in form and substance satisfactory to each Agent.  The Administrative Agent’s loss payable endorsements shall specify that, subject to the rights of the Finance Parties pursuant to the UK Intercreditor Agreement, the proceeds of such insurance shall be payable to the Administrative Agent as its interests may appear and further specify that the Administrative Agent shall be paid regardless of any act or omission by any Restricted Person or any of its Affiliates.  At its option and subject to the provisions of the

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UK Intercreditor Agreement, the Administrative Agent may apply any insurance proceeds received by any Lender at any time to the cost of repairs or replacement of Security created pursuant to the Finance Documents and/or pay any Obligations, whether or not then due, in any order and in such manner as the Administrative Agent may determine or hold such proceeds as cash collateral for the Obligations.

19.5Financial Statements and Other Information

(a)Each Obligor shall, and shall cause each of GLC and its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Security created pursuant to the Finance Documents and the business of GLC and its Subsidiaries in accordance with Applicable GAAP.  Without limiting any other provision of this Agreement, each Obligor shall furnish or cause to be furnished to the Administrative Agent:

(i)within 30 days after the end of each fiscal month, unaudited consolidated financial statements of GLC and its Subsidiaries and consolidating financial statements of GLC and its Subsidiaries (including in each case balance sheets, statements of income and loss and statements of cash flow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of such entities as of the end of and through such month, certified to be correct by the chief financial officer of each such entity, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form in Schedule 7 (Form of Compliance Certificate), along with a schedule, in form reasonably satisfactory to each Agent, of the calculations used in determining, as of the end of such month, whether GLC and its Subsidiaries were in compliance with the terms and conditions of this Agreement for such month, including the covenants set forth in Clause 18.1 (Minimum EBITDA) and Clause 18.2 (Minimum Tangible Net Worth); and

(ii)within 120 days after the end of each fiscal year, audited consolidated financial statements of GLC and its Subsidiaries and of the Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity and setting forth in comparative form the figures for the corresponding period in the prior year, and if applicable, the latest budgets, forecasts and projections delivered pursuant to paragraph (f) below and a management discussion and analysis of such financial statements and such comparisons), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of such entities as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be a nationally recognised independent accounting firm or, if not, another independent accounting firm selected by such entities and reasonably acceptable to each Agent, that such financial statements have been prepared in accordance with Applicable GAAP in the case of the Borrower and its Subsidiaries, and present fairly in all material respects the results of operations and financial condition of such entities as of the end of and for the fiscal year then ended.

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(b)Prior to any Asset Sale anticipated to generate in excess of US$500,000 in Net Cash Proceeds, the Borrower shall send to the Administrative Agent a notice (i) describing such Asset Sale or the nature and material terms and conditions of such transaction and (ii) stating the estimated Net Cash Proceeds anticipated to be received.

(c)Promptly after the sending or receipt thereof, the Borrower shall send the Administrative Agent copies of all material notices, certificates or reports delivered or received pursuant to, or in connection with, any US Senior Facility Document and/or UK Senior Facility Document.

(d)Each Obligor shall ensure that GLC shall promptly notify the Administrative Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Security created pursuant to the Finance Documents or any other property that is Security for any amount outstanding under the Finance Documents or that would result in any material adverse change in any Restricted Person’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any order, judgment or decree in excess of US$1,000,000 having been entered against any Restricted Person or any Restricted Person’s properties or assets, (iii) any notification of a violation of any law or regulation received by any Restricted Person, (iv) any ERISA Event, and (v) the occurrence of any Default or Event of Default.

(e)GLC shall promptly after the sending or filing thereof furnish or cause to be furnished to the Administrative Agent copies of any financial reports that it sends to its stockholders generally.

(f)Each Obligor shall ensure that GLC shall furnish or cause to be furnished to the Administrative Agent such budgets, forecasts, projections and other information in respect of the Security created pursuant to the Finance Documents and the business of GLC and its Subsidiaries, as either Agent may, from time to time, reasonably request and to notify the auditors and accountants of such Restricted Person that each Agent is authorised to obtain such information directly from them.  Each Agent is hereby authorised to deliver a copy of any financial statement or any other information relating to the business of any Restricted Person to any court or other Governmental Authority or to any participant, transferee or assignee or prospective participant, transferee or assignee.  Each Obligor shall ensure that GLC irrevocably authorises and directs all accountants or auditors to deliver to the Administrative Agent, at GLC’s expense, copies of the financial statements of any Restricted Person and any reports or management letters prepared by such accountants or auditors on behalf of any Restricted Person and to disclose to the Administrative Agent such information as they may have regarding the business of any Restricted Person.  Any information provided to the Administrative Agent pursuant to this Clause 19.5(f) shall be subject to the provisions of Clause 29 (Confidentiality) hereof.  Any documents, schedules, invoices or other papers delivered to the Administrative Agent may be destroyed or otherwise disposed of by the Administrative Agent one year after the same are delivered to the Administrative Agent, except as otherwise designated by any Restricted Person to the Administrative Agent in writing.

19.6Sale of Assets, Consolidation, Merger, Dissolution, Etc.

(a)Each Obligor shall not, and shall ensure that each Restricted Person shall not, directly or indirectly, do any of the following:

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(i)merge into or with or consolidate with any other person or permit any other person to merge into or with or consolidate with it except for the following:

(A)any US Group Member may merge into or with any other US Group Member or GLC; provided, however, that, in the case of any merger involving GLC, GLC shall be the surviving corporation;

(B)any Intermediate Holding Company (other than Holdings Bermuda or International Management) may merge into or with any other Intermediate Holding Company or GLC; provided, however, that, (x) in the case of any merger involving GLC, GLC shall be the surviving corporation and, (y) in the case of any merger involving LIW, other than a merger of LIW into GLC, LIW shall be the surviving corporation and (z) in the case of a merger of Holdings Bermuda or International Management, either Holdings Bermuda or International Management shall be the surviving corporation;

(C)any UK Group Member may merge into or with any other UK Group Member; provided, however, that, in the case of any merger involving the Borrower, the Borrower shall be the surviving corporation; and

(D)any Other Restricted Person may merge into or with any other Other Restricted Person; provided, however, that in the case of any merger involving Asia Pacific, Asia Pacific shall be the surviving corporation; and provided, further, that, after giving effect to such merger, all Share Capital of Asia Pacific shall be pledged to the Administrative Agent for the benefit of the Secured Parties;

(ii)sell, issue, assign, transfer or otherwise dispose of any Share Capital to any person except for sales or issuances by GLC of Share Capital of GLC in the extent permitted pursuant to Clause (vi) below and any sale, issuance, assignment, transfer or other disposition:

(A)of all of the outstanding Share Capital of any US Group Member to any other US Group Member or GLC;

(B)of all of the outstanding Share Capital of any Intermediate Holding Company (other than LIW and Holdings Bermuda) to any other Intermediate Holding Company or GLC;

(C)of all of the outstanding Share Capital of any UK Group Member to any other UK Group Member or the UK Borrower’s Parent; provided, however, that such transaction will be permitted solely if, concurrently with the consummation thereof (but after giving effect to such transaction), the Security Trustee, for the benefit of the Finance Parties, is granted a perfected security interest on such Share Capital to secure the Obligations with the same priority as the pledge of such Capital Stock to secure the Obligations entered into as of the date hereof (or as otherwise agreed by the Administrative Agent); and

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(D)of all of the outstanding Share Capital of any Other Restricted Person other than Asia Pacific to any Other Restricted Person or Holdings Bermuda.

(iii)sell, assign, lease, transfer or otherwise dispose of any of its assets (other than sales of Share Capital) permitted by Clause (ii) above or Clause (iv) below to any other person (an “Asset Sale”) except for the following:

(A)sales of Inventory in the ordinary course of business;

(B)the disposition of worn-out or obsolete equipment or equipment no longer used in the business of such Restricted Person so long as (x) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to the Lenders and (y) such sales do not involve equipment having an aggregate fair market value in excess of US$1,000,000 for all such equipment disposed of by the Restricted Person in any fiscal year or US$500,000 in the fiscal year in which the Final Maturity Date occurs;

(C)any sale, assignment, lease or other disposition by any US Loan Party to any other US Loan Party;

(D)any sale, assignment, lease or other disposition by any UK Group Member to any US Loan Party or any other UK Group Member;

(E)any sale, assignment, lease or other disposition by any Other Restricted Person to any Other Restricted Person;

(F)any sale, assignment, lease or other disposition by any UK Group Member to any Other Restricted Person; provided, however, that (x) no Default or Event of Default is continuing or would result therefrom, (y) such Asset Sale shall be for a fair market value and other consideration therefor shall be payable in cash and (z) that after giving effect to such Asset Sale, the UK Sale and Investment Amount shall not exceed US$7,500,000;

(G)any sale, assignment, lease or other disposition by any Restricted Person to any Subsidiary of GLC; provided, however, that (x) no Default or Event of Default is continuing or would result therefrom, (y) such Asset Sale shall be for fair market value and other consideration therefor shall be payable in cash and (z) that after giving effect to such Asset Sale, the Restricted Persons Sale and Investment Amount shall not exceed US$ 7,500,000;

(H)any sale, assignment or other transfer by any Other Restricted Person to any counterparty (other than to GLC or to any subsidiary of GLC) to any factoring arrangement in connection with any financing made in reliance on Clause 19.8(j) (Indebtedness);

(I)any Permitted Sale not otherwise permitted under this Clause (iii); and

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(J)any sale or disposition by any Restricted Person permitted pursuant to the US Senior Credit Agreement (or permitted pursuant to a valid waiver or consent if the sale or disposition is otherwise prohibited by the US Senior Credit Agreement) but otherwise not permitted under the US Second Lien Credit Agreement; provided, however that the aggregate fair market value of such sales or dispositions made in reliance on this clause (ix) shall not exceed $5,000,000;

(iv)acquire (i) the Share Capital of any person in a transaction in which such Person would become a Subsidiary of such Restricted Person (or (ii) substantially all of the assets of any person (except, in each case of Clauses (i) and (ii) hereof, from a Restricted Person pursuant to a transaction permitted in Clauses 19.6(a), (b) or (c) above) or in connection with the formation of a Permitted Subsidiary;

(v)wind up, liquidate or dissolve except in connection with a Permitted Liquidation;

(vi)issue or permit to remain outstanding any Share Capital other than (A) ordinary shares and, in the case of GLC, options and warrants to purchase any ordinary shares (B) in the case of any Subsidiary of GLC, preferred shares issued to a Restricted Person (to the extent the investment by such Restricted Person in such preferred shares is otherwise permitted under the US Second Lien Credit Agreement and (C) in the case of GLC, Permitted Holder Share Capital; provided, however, that each of the following conditions is satisfied as determined by the Administrative Agent:

(A)the Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Permitted Holder Share Capital;

(B)such Permitted Holder Share Capital shall be and remain on terms and conditions satisfactory, including subordination terms, to each Agent and GLC shall not, directly or indirectly, redeem, retire, defease, purchase or otherwise acquire such Permitted Holder Share Capital or set aside or otherwise deposit or invest any sums for such purpose; and

(C)GLC shall furnish to the Administrative Agent all notices or demands in connection with such Permitted Holder Share Capital either received by GLC or on its behalf promptly after the receipt thereof, or sent by GLC or on its behalf concurrently with the sending thereof, as the case may be, or

(vii)agree to do any of the foregoing.

(b)GLC shall not permit any of its Unrestricted Subsidiaries to, sell, assign, lease, transfer or otherwise dispose any of its assets out of the ordinary course of business except for:

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(i)financing transactions including secured financings and factoring arrangements, entered into by any Unrestricted Subsidiary;

(ii)transactions solely between or among GLC and any Subsidiary of GLC or solely between or among two or more Subsidiaries of GLC (including, in each case, capital contributions, dividends and other distributions, loans, mergers, consolidations, liquidations, and dissolutions); and

(iii)Permitted Sales.

(c)Notwithstanding anything prohibited by this Clause 19.6, GLC may, and may permit its Subsidiaries to (i) sell, assign, lease, transfer or otherwise dispose of the assets identified on Schedule 18 (Permitted Disposals) and (ii) consummate the Permitted European Consolidation.

19.7Encumbrances

Each Obligor shall ensure that no Restricted Person shall create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including, without limitation, the Security created pursuant to the Finance Documents, except for the following:

(a)Security in favour of the Finance Parties;

(b)Security created pursuant to and in accordance with the US Loan Documents;

(c)Security securing any amount outstanding under the US Senior Facility Documents and the UK Senior Facility Documents, to the extent such liens, security interest and indebtedness are subject to any Intercreditor Agreement;

(d)liens securing the payment of Taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person and with respect to which adequate reserves have been set aside on its books;

(e)security deposits in the ordinary course of business;

(f)non-consensual statutory liens (other than liens securing the payment of Taxes) arising in the ordinary course of such Restricted Person’s business to the extent:

(i)such liens secure obligations that are not yet overdue;

(ii)such liens are not in imminent danger of foreclosure; or

(iii)such liens secure indebtedness relating to claims or liabilities that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books;

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(g)zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property that do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Restricted Person as presently conducted thereon or materially impair the value of the real property that may be subject thereto;

(h)purchase money security interests in equipment (including Capital Leases) and purchase money mortgages on real property to secure indebtedness permitted under Clause 19.8 (Indebtedness);

(i)the security interests and liens set forth on Schedule 19 (Existing Security) or replacements therefor that do not extend to any other property or increase the amounts secured; and

(j)security interests and liens on the assets of the Other Restricted Persons having entered into any financing transaction permitted pursuant to Clause 19.6(i) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) or Clause 19.8(i) (Indebtedness) securing the obligations under such financing transaction.

19.8Indebtedness

Each Obligor shall ensure that no Restricted Person shall incur, create, assume, become or be liable in any manner with respect to, suffer or permit to exist, any indebtedness for borrowed money or sale and leaseback transactions, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any person, except for the following:

(a)the amounts outstanding under the Finance Documents and indebtedness and other obligations owing under the US Second Lien Credit Agreement;

(b)(i)indebtedness owing in respect of the US Senior Facility Documents in an aggregate amount (including any outstanding interest, fees and other charges) not to exceed US$40,000,000 (or, beginning on the Closing Date and ending on or prior to 31 December 2004, US$45,000,000); and

(ii)indebtedness owing by the Borrower in respect of the UK Senior Facility Documents in an aggregate amount (including any outstanding interest, fees and other charges) not to exceed £25,000,000; provided, however, that such amount shall be reduced by the amount of any reduction in the “Facility Limit” (under and as defined in the UK Senior Credit Agreement) required by the UK Senior Credit Agreement and any term of similar effect required under the UK Senior Credit Agreement (or any consent or waiver thereunder) because of the receipt by any Restricted Person or a Subsidiary of any Restricted Person of net cash proceeds from an Asset Sale or Property Loss Event;

(c)trade obligations and normal accruals in the ordinary course of business not yet due and payable, or with respect to which such Restricted Person is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and available to such Restricted Person, and with respect to which adequate reserves have been set aside on its books;

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(d)purchase money indebtedness (including Capital Leases) (i) not incurred in violation of any other provision of this Agreement, (ii) incurred to finance the acquisition of fixed assets and (iii) whose aggregate outstanding principal amount does not exceed US$2,000,000 at any time;

(e)unsecured indebtedness of such Restricted Person arising after the date hereof to any person other than GLC or any Subsidiary of GLC (other than indebtedness of the kind described in any other clause of this paragraph (e); provided, however, that each of the following conditions is satisfied as determined by the Administrative Agent:  (i) such indebtedness shall be at all times on terms and conditions acceptable to each Agent and shall be subordinated to the prior payment in full in cash of the Obligations and the US Secured Obligations outstanding under the Finance Documents (including interest accruing after the beginning of any bankruptcy or insolvency proceeding, whether or not allowed in such proceeding) on terms and conditions satisfactory to each Agent, (ii) the Administrative Agent shall have received not less than 10 days prior written notice of the intention of such US Loan Party to incur such indebtedness, which notice shall set forth in reasonable detail satisfactory to each Agent the amount of such indebtedness, the persons to whom such indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect hereto and such other information as either Agent may reasonably request with respect thereto, (iii) the Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such indebtedness, (iv) on and before the date of incurring such indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (v) such US Loan Party shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto, except, that, such US Loan Party may, after prior written notice to the Administrative Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, decease, purchase or otherwise acquire such indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vi) GLC shall furnish to the Administrative Agent all notices or demands in connection with such indebtedness either received by such US Loan Party or on its behalf promptly after the receipt thereof, or sent by such US Loan Party or on its behalf concurrently with the sending thereof, as the case may be;

(f)indebtedness owing to any person other than GLC or any Subsidiary of GLC existing on the date hereof and set forth on Schedule 20 (Existing indebtedness); provided, however, that (i) such Restricted Person may only make regularly scheduled payments of principal and interest in respect of such indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such indebtedness as in effect on the date hereof, (ii) such Restricted Person shall not, directly or indirectly (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except that, such Restricted Person may, after prior written notice to the Administrative Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of

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such indebtedness (other than pursuant to payment thereof), or to reduce the interest rate or any fees in connection therewith, or (B) except as otherwise permitted under this Agreement, redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) each Obligor shall ensure that each Restricted Person shall furnish to the Administrative Agent all notices or demands in connection with such indebtedness either received by any Restricted Person or on its behalf, promptly after the receipt thereof, or sent by any Restricted Person or on its behalf, concurrently with the sending thereof, as the case may be;

(g)(i) unsecured indebtedness (including, where applicable, guarantees and assumptions of letter of credit obligations) owing to any Restricted Person to the extent it constitutes an investment permitted to be made by such Restricted Person pursuant to Clause 19.9 (Loans, Investments, Etc.) and (ii) indebtedness owing to GIFL in respect of any loan or advance made by GIFL using the proceeds of any loan or advance made by any Restricted Person to GIFL in reliance of Clause 19.9 (Loans, Investments, Etc.)hereof; provided, however, that, in each case of Clauses (i) and (ii) hereof, (A) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to the incurrence, creation or assumption of such indebtedness and (B) all such indebtedness shall be subordinated on terms and conditions satisfactory to each Agent to the prior payment in full in cash of the US Secured Obligations and the Obligations;

(h)other unsecured indebtedness of the Obligors not exceeding US$2,000,000, in the aggregate, owing to any person other than GLC or any Subsidiary of GLC at any one time outstanding; and

(i)indebtedness pursuant to any financing transaction (but not guarantees thereof by any Intermediate Holding Company, US Loan Party or Loan Party), including secured financings and factoring arrangements, entered into by any Other Restricted Person to any person other than GLC or Subsidiaries of GLC having an aggregate principal amount at any time outstanding not to exceed US$7,500,000; and

(j)loans and advances owing to GLC or any Subsidiary of GLC constituting an investment of GLC or such Subsidiary permitted to be made hereunder in reliance on Section 19.9(c) (Loans, Investments, Etc.).

19.9Loans, Investments, Etc.

Each Obligor shall ensure that no Restricted Person shall directly or indirectly, make, or suffer or permit to exist, any loans or advance money or property to any person, or any investment in (by capital contribution, dividend or otherwise) or purchase or repurchase the Share Capital or indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except for the following:

(a)the endorsement of instruments for collection or deposit in the ordinary course of business;

(b)investments in cash or Cash Equivalents; provided, however, that the terms and conditions of any document purporting to create Security pursuant to the Finance

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Documents shall have been satisfied with respect to the deposit account or investment account in which such cash or Cash Equivalents are held;

(c)(i) the equity investments of such Restricted Person in its Subsidiaries existing on or prior to 31 October 2004 or issued solely as a result of a conversion of existing intercompany loans (with no additional consideration therefor) (ii) investments (including all loans and advances existing on 31 October 2004 for the appropriate category other than to the extent repaid in cash since 31 October 2004 and all other outstanding loans and advances) in GLC or any Subsidiary of GLC made after 31 October 2004 in an aggregate principal amount outstanding not to exceed, for each category on Schedule 21 (Existing Intercompany Indebtedness) (and calculated on a net basis in the manner set forth on such Schedule), the amount set forth on such Schedule 21 for such category (which represents the outstanding amount of all such loans and advances existing on 31 October 2004 for such category on a net basis), and (iii) investments in each such Subsidiary in an amount not exceeding the amount of any dividend or similar return on capital (but not including any repayments, cancellations of, or other reductions in indebtedness) in the form of cash with respect to any such investment, in either case received or declared, after the date hereof, by such Restricted Person from such Subsidiary or in connection with such Restricted Person’s investment therein; provided, however, that such Restricted Person shall have no obligation to make any other investment in, or loans to, or other payments in respect of, any such Subsidiaries;

(d)any transaction permitted by Clause 19.6 (Sale of Assets, Consolidation, Merger, Dissolution, Etc.);

(e)loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of any Restricted Person or guaranties or the assumption of letter of credit obligations for the benefit of another Restricted Person; provided, however, that (i) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) such loans, advances, investments, purchases or repurchases do not violate the capitalisation requirements of any Restricted Person, under applicable laws;

(f)loans or advances consisting of the GIFL US Intercompany Obligations or loans or advances by the Borrower to GIFL; provided, however, that (i) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalisation requirements of any Restricted Person under applicable law, (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL, to (A) GLC in the case of the GIFL US Intercompany Obligations, or (B) the Obligors otherwise and (iv) all of such loans or advances are evidenced by promissory notes or otherwise subject to a credit agreement (in each case, in form and substance satisfactory to each Agent), and, in the case of promissory notes delivered, subject to any prior delivery requirement set forth in the Intercreditor Agreements, to the Administrative Agent; and provided, further, that loans and advances made in reliance on this Clause (f) shall be subordinated on terms and conditions satisfactory to each Agent in to the prior payment in full in cash of the US Secured Obligations and the Obligations;

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(g)investments in the form of loans, advances, the assumption of reimbursement obligations under letters of credit, guaranties or capital contributions from:

(i)any US Loan Party to any other US Loan Party;

(ii)any UK Group Member or Intermediate Holding Company to any other Obligor;

(iii)any Other Restricted Person to any Other Restricted Person;

(iv)any UK Group Member to any Other Restricted Person; provided, however, that after giving effect to such investment, the UK Sale and Investment Amount shall not exceed US$7,500,000; or

(v)a Restricted Person to any Subsidiary of GLC; provided, however, that after giving effect to such investment, the Restricted Persons Sale and Investment Amount shall not exceed US$7,500,000,

provided, further, that in each case of Clauses (i) through (v) hereof, (x) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to such investment (y) and any loans or other obligations made or incurred under such clauses shall be subordinated to the prior payment in full in cash of the Obligations and the US Obligations on terms and conditions satisfactory to each Agent;

(h)Share Capital or obligations issued to any Restricted Person by any person (or the representative of such person) in respect of indebtedness of such person owing to such Restricted Person in connection with the insolvency, bankruptcy, receivership or reorganisation of such person or a composition or readjustment of the debts of such person; provided, however, that, subject to any requirement to deliver such original to any UK Senior Finance Party or any US Senior Secured Party (as the case may be), the original of any such Share Capital or instrument evidencing such obligations shall, subject to the provisions of the Intercreditor Agreements, be promptly delivered to the Administrative Agent, upon either Agent’s request, together with such share transfer form, assignment or endorsement by such Restricted Person as a Lender may request;

(i)obligations of account debtors to any Restricted Person arising from account receivables that are past due evidenced by a promissory note made by such account debtor payable to such Restricted Person; provided, however, that promptly upon the receipt of the original of any such promissory note by such Restricted Person, such promissory note shall, subject to the provisions of the Intercreditor Agreements, be endorsed to the order of the Administrative Agent by such Restricted Person and promptly delivered to the Administrative Agent as so endorsed;

(j)the loans and advances to persons other than GLC or Subsidiaries of GLC set forth on Schedule 21 (Existing Investments); provided, however, that as to such loans and advances, (i) no Restricted Person shall, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto, and (ii) each Restricted Person shall furnish to the Administrative Agent all notices or demands in connection with such loans and advances either received by such Restricted Person or on its behalf, promptly after the

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receipt thereof, or sent by such Restricted Person or on its behalf, concurrently with the sending thereof, as the case may be; and

(k)loans or advances by any UK Group Member to GIFL; provided, however, that (i) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Restricted Person, under applicable laws, (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL to Other Restricted Persons; (iv) all of such loans or advances are evidenced by promissory notes or credit agreements (in each case, in form and substance satisfactory to each Agent and in the case of promissory notes delivered, subject to any prior delivery requirement set forth in the Intercreditor Agreements, to the Administrative Agent; (v) after giving effect to such loan or advance, no violation of sub Clause (g)(iii) of this Clause 19.9 shall have occurred; and provided, further, that loans and advances made in reliance on this sub Clause (k) shall be subordinated on terms and conditions satisfactory to each Agent in to the prior payment in full in cash of the US Secured Obligations and the Obligations, and (vi) after giving effect to such loans or advances, the aggregate amount of loans and advances made in reliance on this Clause (k) plus the UK Sale and Investment Amount does not exceed US$7,500,000.

19.10Dividends and Redemptions; Management Fees; Reimbursement

(a)GLC shall not, directly or indirectly, declare or pay any dividends on account of any shares of any class of its Share Capital now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of its Share Capital (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except in any case in the form of Share Capital consisting of ordinary shares.  Notwithstanding the foregoing, with respect to the Permitted Holder Share Capital, the Borrower may pay, dividends to holders of Permitted Holder Share Capital in accordance with the terms thereof at a rate not to exceed 12% per annum for those paid in cash; provided, however, that no Default of Event of Default shall then exist or arise as a result of such payment.

(b)Each Obligor shall ensure that each Restricted Person may collectively pay to the Permitted Holders or their Affiliates (other than the Restricted Persons and their Subsidiaries) management fees not to exceed US$2,500,000 in the aggregate in any fiscal year, or US$1,250,000 in the fiscal year in which the Final Maturity Date occurs; provided, however, that no Default or Event of Default shall then exist or arise as a result of such payment.

19.11Transactions with Affiliates

Each Obligor shall ensure that no Restricted Person shall, directly or indirectly, except as provided in Clause 19.10 (Dividends and Redemptions; Management Fees; Reimbursement) (a) purchase, acquire or lease any property from, or sell, transfer or lease any property to any officer, director, agent or other person affiliated with any Restricted Person (other than the Borrower and its Subsidiaries), except in the ordinary course of and pursuant to the

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reasonable requirements of such Restricted Person’s business and upon fair and reasonable terms no less favourable to such Restricted Person than such Restricted Person would obtain in a comparable arm’s length transaction with an unaffiliated person, or (b) make any payments to any officer, employee, natural person shareholder or director of any Restricted Person of management, consulting or other fees for management or similar services, or of any indebtedness, owing to such individual except reasonable compensation to officers, employees and directors for services rendered to such Restricted Person in the ordinary course of business.  For this purpose, Affiliate shall not include any other Restricted Person.

19.12Compliance with ERISA

Each Restricted Person shall and shall cause each of its ERISA Affiliates to do all of the following:

(a)maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the United States of America Internal Revenue Code of 1986 and other Federal and state law;

(b)cause each Plan that is qualified under Section 401(a) of the United States of America Internal Revenue Code of 1986 to maintain such qualification;

(c)not terminate any of such Plans so as to incur any liability to the United States Pension Benefit Guaranty Corporation;

(d)not allow or suffer to exist any prohibited transaction involving any of such Plans or any trust created thereunder that would subject such Restricted Person or such ERISA Affiliate to a tax or penalty or other liability on prohibited transactions imposed under Section 4975 of the United States of America Internal Revenue Code of 1986 or ERISA;

(e)make all required contributions to any Plan or Multiemployer Plan that it is obligated to pay under Section 302 of ERISA, Section 412 of the United States of America Internal Revenue Code of 1986 or the terms of such Plan or Multiemployer Plan;

(f)not allow or suffer to exist any accumulated funding deficiency, whether or not waived, with respect to any Plan; or

(g)not allow or suffer to exist any occurrence of a reportable event as defined in Section 4043 of ERISA or any other event or condition that presents a material risk of termination by the United States of America Pension Benefit Guaranty Corporation of any Plan that is a single employer plan, which termination could result in any liability to the United States of America Pension Benefit Guaranty Corporation.

19.13End of Financial Years, Financial Quarters

Each Obligor shall ensure that each Restricted Person shall, for financial reporting purposes, cause its (a) financial years to end on 31 December of each year and (b) financial quarters to end on 31 March, 30 June, 30 September and 31 December of each year.

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19.14Change in Business

(a)Each Obligor shall ensure that no Restricted Person shall engage in any business other than the business of such Restricted Person on the date hereof and any business reasonably related, ancillary or complimentary to the business in which such Restricted Person is engaged on the date hereof.

(b)Neither International Management nor Holdings Bermuda shall engage in any business or activity other than (i) holding shares in the Share Capital of their respective Subsidiaries and Affiliates, (ii) paying taxes, (iii) preparing reports to Governmental Authorities and to its shareholders and (iv) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure.

19.15Limitation of Restrictions Affecting Subsidiaries

Each Obligor shall ensure that no Restricted Person shall, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction that prohibits or limits the ability of any Subsidiary of such Restricted Person to:

(a)pay dividends or make other distributions or pay any indebtedness owed to any Restricted Person

(b)make loans or advances to any Restricted Person

(c)transfer any of its properties or assets to any Restricted Person; or

(d)create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under

(i)applicable law,

(ii)this Agreement,

(iii)customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Person,

(iv)customary restrictions on dispositions of real property interests found in reciprocal easement agreements of any Restricted Person,

(v)any agreement relating to permitted indebtedness incurred by any Restricted Person (other than any Grantor Party) prior to the date on which such Restricted Person became a Restricted Person and outstanding on such date

(vi)any agreement set forth in Schedule 15 (Restricted Persons), as in effect on the date hereof,

(vii)the extension or continuation of contractual obligations of any Restricted Person in existence on the date hereof; provided, however, that (x) any such encumbrances or restrictions contained in such extension or continuation are no less favourable to the Lender than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued and (y) in the case of any agreement with respect to any Unrestricted Subsidiary or

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otherwise set forth on Schedule 15 (Restricted Persons), such extension or continuation (together with, if requested by either Agent, the delivery of a copy of the relevant documentation) is disclosed to each Agent reasonably prior to the effectiveness thereof; and

(viii)the terms of any financing transaction permitted by Clause 19.8(j) with respect to the property of the Other Restricted Person having entered into such financing transaction.

19.16License Agreements

Each Obligor shall ensure that each Restricted Person shall (a) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (b) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (c) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted Person; provided, however, that such Restricted Person shall give the Administrative Agent not less than 30 days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (d) give the Administrative Agent prompt written notice of any material License Agreement entered into by such Restricted Person after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent may request, (e) give the Administrative Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent (promptly upon the receipt thereof by such Restricted Person in the case of a notice to such Restricted Person, and concurrently with the sending thereof in the case of a notice from such Restricted Person) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person in connection with any material License Agreement that relates to the right of such Restricted Person to continue to use the property subject to such License Agreement and (f) furnish to the Administrative Agent, promptly upon the request of either Agent, such information and evidence as either Agent may require from time to time concerning the observance, performance and compliance by such Restricted Person or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement.

19.17Use of Proceeds

Each Obligor shall ensure that all Loans made by any Lender to the Borrower pursuant to the provisions hereof shall be used by GLC or any of its Subsidiaries only for general operating, working capital and other proper corporate purposes of the Borrower or any of its Subsidiaries not otherwise prohibited by the terms hereof.

19.18Access to Premises

Each Obligor shall ensure that from time to time as requested by the Administrative Agent, at the cost and expense of the Borrower, (a) the Administrative Agent or its designee shall have complete access to all of the Restricted Persons’ premises during normal business hours and

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after notice to the Borrower, or at any time and without notice to any Restricted Person if an Event of Default exists or has occurred and is continuing, for the purposes of inspecting, verifying and auditing the Security created pursuant to the Finance Documents and all of the Restricted Persons’ books and records, including, without limitation, the Records, and (b) each Restricted Person shall promptly furnish to the Administrative Agent such copies of such books and records or extracts as either Agent may request, and (c) the Administrative Agent or its designee may use during normal business hours such of the Restricted Persons’ personnel, equipment, supplies and premises as may be reasonably necessary for the foregoing and if an Event of Default exists or has occurred and is continuing for the realisation of any Security created pursuant to the Finance Documents.

19.19Collection of Accounts

(a)Each Obligor shall ensure that no US Loan Party has any deposit accounts as of the date hereof, except as set forth on Schedule 23 (Deposit Account).  No US Loan Party shall directly or indirectly, after the date hereof open, establish or maintain any deposit account unless each of the following conditions is satisfied:  (i) the Administrative Agent shall have received not less than five Business Days prior written notice of the intention of such US Loan Party to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom such US Loan Party is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be acceptable to the Administrative Agent and (iii) if such deposit account is opened after the payment in full of all non-contingent obligations under the US Senior Facility Documents, on or before the opening of such deposit account, such US Loan Party shall as the Administrative Agent may specify either (i) deliver to the Administrative Agent a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by such US Loan Party and the bank at which such deposit account is opened and maintained or (ii) arrange for the Administrative Agent to become the customer of the bank with respect to the deposit account on terms and conditions acceptable to the Administrative Agent.  The terms of this Clause 19.19 shall not apply to deposit accounts specifically and exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of a US Loan Party’s salaried employees.

(b)Each Obligor shall ensure that no US Loan Party owns or holds, directly or indirectly, beneficially or as record owner or both, any investment property, as of the date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in each case except as set forthin Schedule 23 (Deposit Account) and that no US Loan Party shall, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other similar account (other than a deposit account) with any securities intermediary or commodity intermediary unless each of the following conditions is satisfied:  (i) the Administrative Agent shall have received not less than five Business Days prior written notice of the intention of such US Loan Party to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to each Agent the name of the account,

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the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom such US Loan Party is dealing and the purpose of the account and (ii) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to each Agent.

19.20No Speculative Transactions

Each Obligor shall ensure that no Restricted Person or any of its Subsidiaries shall engage in any speculative transaction or in any transaction involving Hedging Contracts except for the sole purpose of hedging in the normal course of business and consistent with industry practices.

19.21Ranking

Each Obligor will ensure that its payment obligations under the Finance Documents will at all times have the ranking specified in Clause 17.2 (Pari passu ranking).

19.22Further Assurances

(a)To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and persons that become Grantor Parties after the Closing Date), each Obligor agrees promptly to do, or cause each Grantor Party (and, to the extent deemed by either Agent to be necessary or appropriate to consummate the transactions contemplated in this Clause 19.22, each other Restricted Person) to do, each of the following, unless otherwise agreed by each Agent to:

(i)deliver to the Administrative Agent such duly executed guarantees and related documents, in each case in form and substance reasonably satisfactory to each Agent and as either Agent deems necessary or advisable in order to ensure that (i) each Grantor Party and each Subsidiary of any Grantor Party that has guaranteed indebtedness of any obligor under any UK Senior Facility Document or any US Senior Facility Document or indebtedness permitted pursuant to Clause 19.8 (Indebtedness) hereunder guarantees as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; and

(ii)deliver to the Administrative Agent such duly-executed documents purporting to create Security pursuant and in accordance with any Finance Document, in each case in form and substance reasonably satisfactory to each Agent and as either Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Finance Parties (i) a valid, perfected and enforceable security interest (second in priority only to the security interests granted pursuant to the UK Senior Facility Documents or the US Senior Facility Documents) in the Share Capital and other debt securities owned by each Grantor Party and each Subsidiary of any Grantor Party that has granted (and then only to the extent of such grant) a security interest in such Share Capital or other debt securities to secure indebtedness under any UK Senior Facility Documents and/or US Senior Facility Documents or

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indebtedness permitted pursuant to Clause 19.8 (Indebtedness) and (ii) a valid, perfected and enforceable security interest (second in priority only to the security interests granted pursuant to the UK Senior Facility Documents or the US Senior Facility Documents) in all property interests and other assets of any Obligor and any Subsidiary of each Grantor Party granted (and then only to the extent of such grant) a security interest in any such property interests or other assets to secure indebtedness owing under any US Senior Facility Document or US Senior Facility Document or indebtedness permitted pursuant to Clause 19.8(e)(Indebtedness)hereunder.

(b)At the request of the Administrative Agent at any time and from time to time, each Obligor shall cause each Grantor Party to, at its expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, (including promissory notes evidencing intercompany indebtedness owed by or owed to GIFL), and do or cause to be done such further acts as may be necessary or proper to evidence, perfect, maintain and enforce the security interests and the priority thereof in the Security created pursuant to the Finance Documents and to otherwise effectuate the provisions or purposes of this Agreement or any of the other Finance Documents.

20EVENTS OF DEFAULT

20.1Events of Default

The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default,” and collectively as “Events of Default”:

(a)any Obligor fails to pay when due any amount outstanding under the Finance Documents (other than interest or fees due hereunder);

(b)any Obligor fails to pay any interest or fees within three days after such interest or fees become due hereunder;

(c)any Obligor fails to perform any of the terms, covenants, conditions or provisions contained in any of the Finance Documents and:

(i)such failure shall continue for 10 Business Days; provided, however, that, such 10 Business Day period shall not apply in the case of (A) any failure to perform a term, covenant, condition or provision that results in the occurrence of an Event of Default addressed in any other provision or paragraph of this Clause 20.1, (B) any failure to perform any such term, covenant, condition or provision that has been the subject of two previous failures within the prior twelve-month period or (C) an intentional breach by any Obligor of such term, covenant, condition or provision; and

(ii)with respect to a breach of the covenant set forth in Clause 18.1 (Minimum EBITDA) and Clause 18.2 (Minimum Tangible Net Worth), such breach shall not be deemed an Event of Default if (A) such breach arises from either (1) a failure to meet the minimum EBITDA amount set forth in Clause 18.1 (Minimum EBITDA) by no more than US$5,000,000 or (2) a failure to meet the minimum Tangible Net Worth amount set forth in Clause 18.2 (Minimum

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Tangible Net Worth) by no more than US$7,500,000 and (B) within 30 days (which period may not be extended by any other cure period provided for in this Agreement) of the date of such failure any one or more Questor Funds or one or more Affiliates of the Questor Funds shall have (1) executed and delivered, or arranged to have issued, to the Lenders, a guarantee (provided, however, that if any Affiliate of a Questor Fund, rather than a Questor Fund is issuing a guarantee, such Affiliate must be acceptable to each Agent) with respect to any amount outstanding under the Finance Documents or other such credit support that shall be in form and substance satisfactory to each Agent, and shall continue in full force and effect, without decrease, until such time as any amount outstanding under the Finance Documents are indefeasibly paid in full or (2) provide to the Borrower cash as a capital contribution or on a subordinated (in a manner satisfactory to each Agent) indebtedness basis, in either case for an amount equal to the absolute difference between (I) the covenanted minimum EBITDA amount and the actual EBITDA amount then reported pursuant to Clause 18.1 (Minimum EBITDA) or (II) the covenanted minimum Tangible Net Worth amount and the actual Tangible Net Worth amount then reported pursuant to Clause 18.2 (Minimum Tangible Net Worth), as the case may be (the “Breach Amount”); provided, however, that in the event of a subsequent such breach of either Clause 18.1 (Minimum EBITDA) or Clause 18.2 (Minimum Tangible Net Worth), such breach shall not be an Event of Default if within the same time period as set forth in this Clause 20.1(c)(ii)  such persons take any of the actions described in (1) or (2) above for the amount that the subsequent Breach Amount exceeds the prior Breach Amount;

(d)any representation, warranty or statement of fact made by any Obligor to any Finance Party in this Agreement, the other Finance Documents or any other agreement, schedule, confirmatory assignment or otherwise shall when made or deemed made be false or misleading in any material respect;

(e)a lien, security interest or other encumbrance on the GIFL US Intercompany Obligations is granted, is purported to be granted or is suffered to exist by any of the Finance Parties other than (i) in favour of the US Senior Secured Parties to secure indebtedness under the US Senior Facility Documents and/or the UK Senior Facility Documents and (ii) in favour of the Finance Parties;

(f)any Obligor revokes or terminates any of the terms, covenants, conditions or provisions of any guaranty, endorsement or other agreement of such party in favour of any Finance Party;

(g)any judgment for the payment of money is rendered against any Obligor in excess of US$2,500,000 in any one case or in excess of US$5,000,000 in the aggregate and shall remain undischarged or unvacated for a period in excess of 30 days or execution shall at any time not be effectively stayed, or any material judgment other than for the payment of money, or injunction, attachment, garnishment or execution is rendered against any Obligor or any of their assets;

(h)any Obligor, which is a partnership, limited liability company, limited liability partnership or corporation, dissolves or suspends or discontinues doing business;

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(i)any Obligor becomes unable generally to pay its debts as they become due, makes an assignment for the benefit of creditors, makes or sends notice of a bulk transfer or calls a meeting of its creditors or principal creditors;

(j)a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed against any US Obligor or all or any part of its properties and any US Obligor shall file any answer admitting or not contesting such petition or application or indicates its consent to, acquiescence in or approval of, any such action or proceeding or such petition or application is not dismissed within 90 days after the date of its filing or the relief requested is granted sooner;

(k)a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganisation, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at a law or equity) is filed by any US Obligor or for all or any part of any US Obligor’s property;

(l)a moratorium is declared in respect of any indebtedness of any Obligor (other than a US Obligor);

(m)any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor (other than a US Obligor);

(ii)a composition, compromise, assignment or arrangement with any creditor of any Obligor (other than a US Obligor);

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor (other than a US Obligor) or any of its assets; or

(iv)enforcement of any Security over any assets of any Obligor (other than a US Obligor),

or any analogous procedure or step is taken in any jurisdiction;

(n)any default by any Obligor under any agreement, document or instrument relating to any indebtedness for borrowed money other than any Finance Document, or any capitalised lease obligations, contingent indebtedness in connection with any guarantee, letter of credit, indemnity or similar type of instrument in favour of any person other than the Finance Parties, in any case in an amount in excess of US$2,500,000, which default continues for more than the applicable cure period, if any, with respect thereto;

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(o)an ERISA Event which results in or could reasonably be expected to result in liability of any Obligor in an aggregate amount in excess of US$500,000;

(p)any Change of Control;

(q)the indictment by any Governmental Authority, or as either Agent may reasonably and in good faith determine, the threatened indictment by any Governmental Authority of any Obligor of which any Obligor, or either Agent receives notice, in either case, as to which there is a reasonable possibility of an adverse determination, in the good faith determination of either Agent, under any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against any Obligor, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of (i) any of the Security created pursuant to the Finance Documents having a value in excess of US$500,000 or (ii) any other property of such Obligor that is necessary or material to the conduct of its business;

(r)without the prior written consents of each Agent, which consents shall not be unreasonably withheld, GLC or any Subsidiary of GLC (other than the US Guarantors or the Borrower), in connection with sales of all or substantially all the assets of a Subsidiary of GLC (other than the US Guarantors or the Borrower) or sales of all the Share Capital of a Subsidiary of GLC (other than the US Guarantors or the Borrower), sells or agrees to sell assets or Share Capital having a fair market value in excess of US$10,000,000 in the aggregate for the term of this Agreement;

(s)any “Event of Default” that occurs under and as defined in any US Senior Facility Document, any UK Senior Facility Document or any other agreement, document, note and/or instrument executed or delivered in connection therewith; or

(t)an event of default under any Finance Document.

20.2Remedies

During the continuance of any Event of Default, the Administrative Agent may and, at the request of the Majority Lenders, shall, by notice to the Borrower, declare the Loan, all interest thereon and all other amounts outstanding under the Finance Documents to be forthwith due and payable, whereupon the Loan, all such interest and all such amounts outstanding under the Finance Documents shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that upon the occurrence of the Events of Default specified in paragraphs (20.1(i)) or (20.1(j)) of Clause 20.1 (Events of Default), the Loan, all such interest and all such amounts outstanding under the Finance Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.  In addition to the remedies set forth above, the Administrative Agent may, subject to the terms of the Intercreditor Agreements, exercise any remedies provided for by the Security created pursuant to any of the Finance Documents in accordance with the terms thereof or any other remedies provided by applicable law.

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SECTION 9

CHANGES TO PARTIES

21CHANGES TO THE LENDERS

21.1Assignments and transfers by the Lenders

Subject to this Clause 21, a Lender (the “Existing Lender”) may:

(a)assign any of its rights; or

(b)transfer by novation any of its rights and obligations,

to an Eligible Assignee (the “New Lender”) provided, however, that (i) if any such assignment shall be of the assigning Lender’s Loans and Commitment, such assignment shall cover the same percentage of such Lender’s Loans and Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Transfer Certificate with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent (which consents shall not be unreasonably withheld or delayed).

21.2Conditions of assignment or transfer

(a)An assignment will only be effective on:

(i)receipt by the Administrative Agent of written confirmation from the New Lender (in form and substance satisfactory to each Agent) that the New Lender will assume the same obligations to the other Parties as it would have been under if it was an Original Lender; and

(ii)performance by the Administrative Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Administrative Agent shall promptly notify to the Existing Lender and the New Lender.

(b)A transfer will only be effective if the procedure set out in Clause 21.5 (Procedure for transfer) is complied with.

(c)If:

(i)a Lender assigns or transfer any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New

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Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs).

then the New Lender or Lender acting through its new Facility Office is only entitled to received payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change has not occurred.

21.3Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Administrative Agent (for its own account) a fee of US$3,500.

21.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)the financial condition of any Obligor or any of its Subsidiaries;

(iii)the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its Subsidiaries and other related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its Subsidiaries and other related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 21; or

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(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

21.5Procedure for transfer

(a)Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b)The Administrative Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c)On the Transfer Date:

(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii)each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)the Agents, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agents, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a “Lender”.

21.6Copy of Transfer Certificate to Borrower

The Administrative Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

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21.7Disclosure of information

Any Lender may disclose to any of its Affiliates and any other person:

(a)to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

(b)with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor; or

(c)to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

any information about any Obligor, GLC and any of its Subsidiaries and the Finance Documents as that Lender shall consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the information is to be given has entered into a confidentiality undertaking in accordance with any customary practices as referenced in Clause 29 (Confidentiality).

22CHANGES TO THE OBLIGORS

22.1Assignments and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

22.2Additional Guarantors

(a)Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 2.3 (“Know your customer” checks), the Borrower may request that any of its Subsidiaries become an Additional Guarantor.  That Subsidiary shall become an Additional Guarantor if:

(i)the Borrower delivers to the Administrative Agent a duly completed and executed Accession Deed; and

(ii)the Administrative Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to each Agent.

(b)The Administrative Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to each Agent) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent).

22.3Repetition of Representations

Delivery of an Accession Deed constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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SECTION 10

THE FINANCE PARTIES

23ROLE OF THE AGENT AND THE ARRANGERS

23.1Appointment of the Agents

(a)Each other Finance Party appoints each of the Agents to act as its agents under and in connection with the Finance Documents.

(b)Each other Finance Party authorises each of the Agents to exercise the rights, powers, authorities and discretions specifically given to the relevant Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

23.2Appointment of the Syndication Agent

Each other Finance Party appoints the Syndication Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Finance Documents as are delegated to the Syndication Agent thereunder and to exercise such powers as are reasonably incidental thereto.

23.3Duties of the Administrative Agent

(a)The Administrative Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Administrative Agent for that Party by any other Party.

(b)Except where a Finance Document specifically provides otherwise, the Administrative Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c)If the Administrative Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(d)If the Administrative Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangers) under this Agreement it shall promptly notify the other Finance Parties.

(e)The Administrative Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(f)Each other Finance Party authorises the Administrative Agent to deliver any amounts received from an Obligor, which the Administrative Agent deems to fall within Clause 26.2 (Distributions by the Agents), to the administrative agent under the US Second Lien Credit Agreement for payment of any amount outstanding under the US Loan Documents in accordance with the terms of the US Second Lien Credit Agreement.

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(g)Each Lender hereby consents to the release and directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of paragraph (ii) below, release or subordinate) any Security held by the Administrative Agent for the benefit of the Lenders against any of the following:

(i)all of the Security created pursuant to and in accordance with the Finance Documents and all Obligors, upon termination of the Commitments and payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable;

(ii)any assets that are subject to a replacement lien permitted by Clause 19.7(i) (Encumbrances) or to a lien permitted by Clause 19.7(h) (Encumbrances); and

(iii)any part of the Security created pursuant to and in accordance with the Finance Documents which is sold or disposed of by an Obligor if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement).

(h)Each of the Lenders hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release the security interests and liens and to be released pursuant to this Clause 23.3 promptly upon the effectiveness of any such release.

23.4Role of the Arrangers and Syndication Agent

Except as specifically provided in the Finance Documents, the Arrangers and/or the Syndication Agent have no obligations of any kind to any other Party under or in connection with any Finance Document.

23.5No fiduciary duties

(a)Nothing in this Agreement constitutes the Agents or the Arrangers as a trustee or fiduciary of any other person.

(b)Neither the Agents nor the Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

23.6Business with GLC and its Subsidiaries

The Agents and the Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with GLC or any of its Subsidiaries.

23.7Rights and discretions of the Agents

(a)The Agents may rely on:

(i)any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

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(b)The Agents may assume (unless it has received notice to the contrary in their capacity as agents for the Lenders) that:

(i)no Default has occurred;

(ii)any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii)any notice or request made by the Borrower (other than the Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c)The Agents may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)The Agents may act in relation to the Finance Documents through its personnel and agents.

(e)The Agents may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f)Notwithstanding any other provision of any Finance Document to the contrary, neither the Agents nor the Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

23.8Majority Lenders’ instructions

(a)Unless a contrary indication appears in a Finance Document, the Administrative Agent shall (i) exercise any right, power, authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Administrative Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b)Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c)The Administrative Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d)In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Administrative Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e)The Administrative Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

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23.9Responsibility for documentation

Neither the Agents nor the Arrangers:

(a)is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agents, the Arrangers, an Obligor or any other person given in or in connection with any Finance Document; or

(b)is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

23.10Exclusion of liability

(a)Without limiting paragraph (b) below, the Agents will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)No Party (other than the Agents) may take any proceedings against any officer, employee or agent of the Agents in respect of any claim it might have against the Agents or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agents may rely on this Clause subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

(c)The Agents will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agents if the Agents has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agents for that purpose.

(d)Nothing in this Agreement shall oblige the Agents or the Arrangers to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agents and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agents or the Arrangers.

23.11Lenders’ indemnity to the Agents

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify each of the Agents, within three Business Days of demand, against any cost, loss or liability incurred by either of the Agents (otherwise than by reason of the relevant Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the relevant Agent has been reimbursed by an Obligor pursuant to a Finance Document).

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23.12Resignation of the Agents

(a)The Agents may resign and by giving notice to the other Finance Parties and the Borrower (after consultation with the Borrower) appoint one of its Affiliates acting through an office as successor.

(b)Alternatively either Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

(c)If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent.

(d)The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(e)The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(f)Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 23.  Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g)After consultation with the Borrower, the Majority Lenders may, by notice to an Agent, require it to resign in accordance with paragraph (b) above.  In this event, the relevant Agent shall resign in accordance with paragraph (b) above.

23.13Confidentiality

(a)In acting as agent for the Finance Parties, each Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of an Agent, it may be treated as confidential to that division or department and the relevant Agent shall not be deemed to have notice of it.

23.14Relationship with the Lenders

(a)Each Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)Each Lender shall supply the Administrative Agent with any information required by the Administrative Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formula).

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23.15Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each of the Agents and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a)the financial condition, status and nature of each of GLC and its Subsidiaries;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d)the adequacy, accuracy and/or completeness of any information provided by any Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

23.16Reference Bank

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Administrative Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

23.17Deduction from amounts payable by the Agent

If any Party owes an amount to an Agent under the Finance Documents the relevant Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the relevant Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

24CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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25SHARING AMONG THE FINANCE PARTIES

25.1Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 26 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Administrative Agent;

(b)the Administrative Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Administrative Agent and distributed in accordance with Clause 26 (Payment mechanics), without taking account of any Tax which would be imposed on the Administrative Agent in relation to the receipt, recovery or distribution; and

(c)the Recovering Finance Party shall, within three Business Days of demand by the Administrative Agent, pay to the Administrative Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Administrative Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 26.5 (Partial payments).

25.2Redistribution of payments

The Administrative Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 26.5 (Partial payments).

25.3Recovering Finance Party’s rights

(a)On a distribution by the Administrative Agent under Clause 25.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b)If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

25.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 25.2 (Redistribution of payments) shall, upon request of the Administrative Agent, pay to the Administrative Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the  Sharing Payment (together with an amount as is necessary to reimburse that Recovering

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Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

25.5Exceptions

(a)This Clause 25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11

ADMINISTRATION

26PAYMENT MECHANICS

26.1Payments to the Agents

(a)On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the relevant Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the relevant Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the relevant Agent specifies.

26.2Distributions by the Agents

Each payment received by the Agents under the Finance Documents for another Party shall, subject to Clause 26.3 (Distributions to an Obligor) and Clause 26.4 (Clawback) be made available by the relevant Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the relevant Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

26.3Distributions to an Obligor

An Agent may (with the consent of the Obligor or in accordance with Clause 27 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

26.4Clawback

(a)Where a sum is to be paid to an Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)If an Agent pays an amount to another Party and it proves to be the case that the relevant Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the relevant Agent shall on demand refund the same to the relevant Agent together with interest on that amount from the date of payment to the date of receipt by the relevant Agent, calculated by the relevant Agent to reflect its cost of funds.

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26.5Partial payments

(a)If the Administrative Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Administrative Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i)first, to pay interest on and then principal of any portion of the Loan the Administrative Agent may have advanced on behalf of any Lender and for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;

(ii)second, to pay for any fees, expense reimbursements or indemnities then due to the Administrative Agent under or pursuant to any Finance Document;

(iii)third, to pay for any fees, expense reimbursements or indemnities then due to the Lenders under or pursuant to any Finance Document;

(iv)fourth, to pay interest then due and payable in respect of the Loan;

(v)fifth, to pay or prepay principal amounts on the Loan, rateably to the aggregate principal amount of such Loan; and

(vi)sixth, to the rateable payment of all other outstanding amounts under any of the Finance Documents;

(b)The Administrative Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iii) to (a)(vi) above.

(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

26.6No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

26.7Business Days

(a)Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

26.8Currency of account

(a)Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

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(c)Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

26.9Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Administrative Agent (after consultation with the Borrower); and

(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent (acting reasonably).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agents (acting reasonably and after consultation with the Borrower) specify to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

27SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

28NOTICES

28.1Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or (as between an Agent and a Lender) electronic mail.

28.2Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a)in the case of the Borrower, that identified with its name below;

(b)in the case of each Lender or any other Original Obligor, that notified in writing to the Administrative Agent on or prior to the date on which it becomes a Party; and

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(c)in the case of the Administrative Agent or the Syndication Agent, that identified with its respective name below,

or any substitute address or fax number or electronic mail address or department or officer as the Party may notify to the Administrative Agent (or the Administrative Agent may notify to the other Parties, if a change is made by the Administrative Agent) by not less than five Business Days’ notice.

If to the Borrower or any of the other Original Obligors incorporated in England:

Royal Court
81 Tweedy Road
Bromley
Kent BR1 1TW
Attention: the Company Secretary
Telephone Number: 020 8460 5050
Facsimile Number: 020 8461 8782

If to any of the Original Obligors incorporated in Bermuda:

Codan Services Limited
Church Street
Hamilton
Bermuda
Attention: Andre J. Dill
Telephone: 441 299 4959
Facsimile: 441 299 4985

If to the Administrative Agent:

Citicorp North America, Inc.
388 Greenwich Street, 19th FloorNew York, New York 10013
Attention: Mr. Rob Ziemer, Director
Telecopy no:(212) 723-8547
E-Mail Address: rob.ziemer@citigroup.com

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119
Attention:  Daniel S. Dokos
Telecopy no:  (212) 310-8007
E-Mail Address: daniel.dokos@weil.com.

If to the Syndication Agent:

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Bear Stearns Corporate Lending Inc.
383 Madison Avenue
New York, NY 10179
Attention: Stephen J. Kampf
Telecopy no: (917) 849-2127
E-Mail Address: skampf@bear.com.

28.3Delivery

(a)Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)if by way of fax, when received in legible form; or

(ii)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and if a particular department or officer is specified as part of its address details provided under Clause 28.2 (Addresses), if addressed to that department or officer.

(b)Any communication or document to be made or delivered to the Administrative Agent will be effective only when actually received by the Administrative Agent and then only if it is expressly marked for the attention of the department or officer (if any) identified with the Administrative Agent’s signature below (or any substitute department or officer as the Administrative Agent shall specify for this purpose).

(c)All notices from or to an Obligor shall be sent through the Administrative Agent.

(d)Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

28.4Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 28.2 (Addresses) or changing its own address or fax number, the Administrative Agent shall notify the other Parties.

28.5Electronic communication

(a)Any communication to be made between the Administrative Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means.

(b)Any electronic communication made between the Administrative Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Administrative Agent only if it is addressed in such a manner as the Administrative Agent shall specify for this purpose.

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28.6English language

(a)Any notice given under or in connection with any Finance Document must be in English.

(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English, and if so required by the Administrative Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

29CONFIDENTIALITY

Each Lender and each Agent shall use all reasonable efforts to keep information obtained by it pursuant hereto and the other Finance Documents confidential in accordance with such Lender’s or Agent’s, as the case may be, customary practices and agrees that it shall only use such information in connection with the transactions contemplated by this Agreement and not disclose any such information other than as permitted by Clause 21.7 (Disclosure of information).

30CALCULATIONS AND CERTIFICATES

30.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

30.2Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

30.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

31PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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32REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

33AMENDMENTS AND WAIVERS

33.1Required consents

(a)Subject to Clause 33.2 (Exceptions) any term of the Finance Documents (other than in respect of the Fee Letter) may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.

(b)The Administrative Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

33.2Exceptions

(a)An amendment or waiver that has the effect of changing or which relates to:

(i)the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii)an extension to the date of payment of any amount under the Finance Documents;

(iii)a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)an increase in or an extension of any Commitment;

(v)a change to the Borrowers or Guarantors other than in accordance with Clause 22 (Changes to the Obligors);

(vi)any provision which expressly requires the consent of all the Lenders; or

(vii)Clause 2.2 (Finance Parties’ rights and obligations), Clause 21 (Changes to the Lenders) or this Clause 33,

shall not be made without the prior consent of all the Lenders.

(b)An amendment or waiver which relates to the rights or obligations of the Agents or the Arrangers may not be effected without the consent of the Agents or the Arrangers (as the case may be).

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34COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

35GOVERNING LAW

This Agreement is governed by English law.

36ENFORCEMENT

36.1Jurisdiction

(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b)The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)This Clause 36.1 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

36.2Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(a)irrevocably appoints the Borrower as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b)agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL PARTIES

Part I
The Original Obligors

Name of Borrower	Registration number (or equivalent, if any) and jurisdiction of incorporation
GeoLogistics Limited	00112456, England
Name of Original Guarantor	Registration number (or equivalent, if any) and jurisdiction of incorporation
GeoLogistics Corporation	Delaware
LIW Holdings Corp.	Delaware
GeoLogistics Americas, Inc.	Delaware
Matrix International Logistics Inc.	Delaware
GeoLogistics Expo Services LLC	Georgia
Sea Bridge Container Lines	Delaware
ACI Inc. Limited	01707113, England
GeoLogistics Expo Services Limited	00862896, England
LEP Transport Limited	01822696, England
LEP International Holdings Limited	02989075, England
LEP International Worldwide Limited	03135785, England
GeoLogistics International (Bermuda) Limited	Bermuda
GeoLogistics International Holdings (Bermuda) Limited	Bermuda
GeoLogistics International Management (Bermuda) Ltd	Bermuda
GeoLogistics Holdings (Bermuda) Limited	Bermuda

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Part II
The Original Lenders

Name of Original Lender	Commitment
Citibank International plc	3,000,000
Bear Stearns Corporate Lending Inc.	3,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

Part I
Conditions Precedent to Initial Utilisation

1Original Obligors

(a)A copy of the constitutional documents of each Original Obligor.

(b)A copy of a resolution of the board of directors of each Original Obligor:

(i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c)A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d)A certificate of the Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(e)A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2Legal opinions

(a)A legal opinion of the Borrower’s legal advisers in England, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(b)A legal opinion of the Administrative Agent’s legal advisers in England.

3Other documents and evidence

(a)The latest audited consolidated financial statements or annual report and financial statements, as applicable, of each of the Original Obligors incorporated in England.

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(b)Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 15 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

(c)Certified copies of each amendment to the UK Senior Facility Documents executed in connection with this Agreement.

(d)Certified copies of each of the following duly executed or signed (as applicable) documents:

(i)a debenture among the Borrower and certain other Obligors as chargors thereunder and the Security Trustee for and on behalf of the Finance Parties;

(ii)a debenture among certain of the Intermediate Holding Companies and the Security Trustee for and on behalf of the Finance Parties; and

(iii)a share charge in respect of shares in the Borrower, held by International Management

(iv)a side letter between the Administrative Agent and the US Borrower in respect of Mandatory Repayments.

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SIGNATORIES

Borrower

GEOLOGISTICS LIMITED

By: /s/ George Papageorghiou

Guarantors

GEOLOGISTICS CORPORATION

By: /s/ R Jackson

LIW HOLDINGS CORP.

By: /s/ R Jackson

GEOLOGISTICS AMERICAS, INC.

By: /s/ R Jackson

MATRIX INTERNATIONAL LOGISTICS INC.

By: /s/ R Jackson

GEOLOGISTICS EXPO SERVICES LLC

By: /s/ R Jackson

SEA-BRIDGE CONTAINER LINES

By: /s/ R Jackson

ACI INC. LIMITED

By: /s/ George Papageorghiou

96

GEOLOGISTICS EXPO SERVICES LIMITED

By: /s/ George Papageorghiou

LEP TRANSPORT LIMITED

By: /s/ George Papageorghiou

GEOLOGISTICS INTERNATIONAL (BERMUDA) LIMITED.

By: /s/ R Jackson

GEOLOGISTICS INTERNATIONAL HOLDINGS (BERMUDA) LTD.

By: /s/ R Jackson

GEOLOGISTICS INTERNATIONAL MANAGEMENT (BERMUDA) LTD.

By:/s/ R Jackson

GEOLOGISTICS HOLDINGS (BERMUDA) LIMITED

By:/s/ R Jackson

Joint Lead Arrangers And Joint Book Running Managers

CITIGROUP GLOBAL MARKETS INC.

By: /s/ Sebastien Delasnerie

BEAR, STEARNS & CO. INC.

By: /s/ Richard Bram Smith

97

Administrative Agent

CITICORP NORTH AMERICA, INC.

By: /s/ Rob Ziemer

Syndication Agent

BEAR STEARNS CORPORATE LENDING INC.

By: /s/ Victor Bulzacchelli

98

Lenders

CITIBANK INTERNATIONAL PLC

By: /s/ Sebastien Delasnerie

BEAR STEARNS CORPORATE LENDING INC.

By: /s/ Victor Bulzacchelli

99

EX-4.12

Exhibit 4.12

$4,000,000

SECOND LIEN CREDIT AGREEMENT

Dated as of December 28, 2004

among

GEOLOGISTICS CORPORATION

as Borrower

and

THE LENDERS PARTY HERETO

and

CITICORP NORTH AMERICA, INC,
as Administrative Agent

and

BEAR STEARNS CORPORATE LENDING INC.
as Syndication Agent

***

CITIGROUP GLOBAL MARKETS INC.

and

BEAR, STEARNS & CO. INC.
as Joint Lead Arrangers and Joint Book-Running Managers

WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE

NEW YORK, NEW YORK 10153-0119

TABLE OF CONTENTS

Article I Definitions, Interpretation And Accounting Terms		2
Section 1.1	Defined Terms	2
Section 1.2	Computation of Time Periods	21
Section 1.3	Accounting Terms and Principles	21
Section 1.4	Conversion and Rounding Off	21
Section 1.5	Certain Terms	21
Article II The Facility		22
Section 2.1	The Commitments	22
Section 2.2	Borrowing Procedures	22
Section 2.3	Reduction and Termination of the Commitments	23
Section 2.4	Repayment of Loans	23
Section 2.5	Evidence of Debt	24
Section 2.6	Optional Prepayments	25
Section 2.7	Mandatory Prepayments	25
Section 2.8	Interest	25
Section 2.9	Conversion/Continuation Option	26
Section 2.10	Fees	27
Section 2.11	Payments and Computations	27
Section 2.12	Special Provisions Governing Eurodollar Rate Loans	29
Section 2.13	Capital Adequacy	31
Section 2.14	Taxes	31
Article III Conditions To Loans		33
Section 3.1	Conditions Precedent to Loans	33
Article IV Representations and Warranties		36
Section 4.1	Corporate/Company Existence, Power and Authority; Subsidiaries	36
Section 4.2	Financial Statements; No Material Adverse Change	37
Section 4.3	Title to Properties	37
Section 4.4	Tax Returns	37
Section 4.5	Litigation	37
Section 4.6	Compliance with Other Agreements and Applicable Laws	38
Section 4.7	Environmental Compliance	38

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Section 4.8	Employee Benefits	39
Section 4.9	Intellectual Property	39
Section 4.10	Subsidiaries; Affiliates; Capitalization; Solvency	40
Section 4.11	Labor Disputes	40
Section 4.12	Restrictions on Subsidiaries	41
Section 4.13	Material Contracts	41
Section 4.14	Margin Regulations	41
Section 4.15	Investment Company Act; Public Utility Holding Company Act	41
Section 4.16	Accuracy and Completeness of Information	41
Section 4.17	Survival of Warranties; Cumulative	42
Section 4.18	Ranking	42
Article V Financial Covenants		42
Section 5.1	Minimum EBITDA	42
Section 5.2	Minimum Tangible Net Worth	43
Article VI Affirmative and Negative Covenants		43
Section 6.1	Maintenance of Existence	43
Section 6.2	Compliance with Laws, Regulations, Etc.	44
Section 6.3	Payment of Taxes and Claims	45
Section 6.4	Insurance	45
Section 6.5	Financial Statements and Other Information	45
Section 6.6	Sale of Assets, Consolidation, Merger, Dissolution, Etc.	47
Section 6.7	Encumbrances	50
Section 6.8	Indebtedness	51
Section 6.9	Loans, Investments, Etc.	54
Section 6.10	Dividends and Redemptions; Management Fees; Reimbursement	56
Section 6.11	Transactions with Affiliates	57
Section 6.12	Compliance with ERISA	57
Section 6.13	End of Fiscal Years, Fiscal Quarters	57
Section 6.14	Change in Business	57
Section 6.15	Limitation of Restrictions Affecting Subsidiaries	58
Section 6.16	License Agreements	58

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Section 6.17	Use of Proceeds	59
Section 6.18	Access to Premises	59
Section 6.19	Collection of Accounts	59
Section 6.20	No Speculative Transactions	60
Section 6.21	Ranking	60
Section 6.22	Post-Closing Deliveries	60
Section 6.23	Further Assurances	61
Article VII Events of Default		62
Section 7.1	Events of Default	62
Section 7.2	Remedies	64
Article VIII The Agents		65
Section 8.1	Authorization and Action	65
Section 8.2	Agents’ Reliance, Etc.	66
Section 8.3	Agents Individually	66
Section 8.4	Lender Credit Decision	67
Section 8.5	Indemnification	67
Section 8.6	Successor Administrative Agent	67
Section 8.7	Concerning the Collateral and the Collateral Documents	68
Article IX Miscellaneous		69
Section 9.1	Amendments, Waivers, Etc.	69
Section 9.2	Assignments and Participations	70
Section 9.3	Costs and Expenses	73
Section 9.4	Indemnities	74
Section 9.5	Limitation of Liability	75
Section 9.6	Right of Set-off	75
Section 9.7	Sharing of Payments, Etc.	75
Section 9.8	Notices, Etc.	76
Section 9.9	No Waiver; Remedies	77
Section 9.10	Binding Effect	78
Section 9.11	Governing Law	78
Section 9.12	Submission to Jurisdiction; Service of Process	78

iii

Section 9.13	Waiver of Jury Trial	79
Section 9.14	Marshaling; Payments Set Aside	79
Section 9.15	Section Titles	79
Section 9.16	Execution in Counterparts	79
Section 9.17	Entire Agreement	80
Section 9.18	Confidentiality	80

iv

SECOND LIEN CREDIT AGREEMENT, dated as of December 28, 2004 among GEOLOGISTICS CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto (as defined below), CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and BEAR STEARNS CORPORATE LENDING INC. (“Bear Stearns”), as syndication agent for the Lenders (in such capacity, the “Syndication Agent”).

WlTNESSETH:

WHEREAS, Matrix International Logistics, Inc., a Delaware corporation (“MIL”), GeoLogistics Americas Inc., a Delaware corporation (“GLA”) and GeoLogistics Expo Services, LLC, a Georgia limited liability company (“Expo,”and together with MIL and GLA, the “US Senior Borrowers”) are parties to an Amended and Restated Loan and Security Agreement, dated November 7, 2001, as amended by that certain first amendment, dated December 31, 2001, as further amended by that certain second amendment, dated as of August 21, 2003, as further amended by that certain third amendment, dated as of March 26, 2004, and as further amended by that certain fourth amendment, dated as of November 4, 2004, and as further amended by that certain fifth amendment, dated as of December 28, 2004 (collectively, as amended, modified or supplemented from time to time to the extent permitted herein, the “US Senior Credit Agreement”) with Congress Financial Corporation (Western), a California corporation (together with its successors and permitted assigns, the “US Senior Lender”);

WHEREAS, Geologistics Limited, a limited company registered in England and Wales (together with its successors, the “UK Borrower”) entered into a Facility Agreement, dated March 31, 2000, as amended by that certain letter amendment dated March 26, 2004 (as amended, supplemented or otherwise modified from time to time to the extent permitted herein, the “UK Senior Credit Agreement”), with Burdale Financial Limited, a limited company registered in England and Wales (together with its successors and permitted assigns, the “UK Senior Lender”);

WHEREAS, the UK Borrower has entered into a Second Lien Facility Agreement (the “UK Credit Agreement”), dated the date hereof, with the lenders party thereto (together with its successors and permitted assigns, the “UK Lender”), CNAI, as administrative agent for such lenders (in such capacity and together with its successors, the “UK Administrative Agent”), Bear Stearns, as syndication agent for such lenders (in such capacity and together with its successors, the “UK Syndication Agent”);

WHEREAS, the Borrower has requested that the Lenders make available for the purposes specified in this Agreement a term loan facility; and

WHEREAS, the Lenders are willing to make available to the Borrower such term loan facility upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

CREDIT AGREEMENT

GEOLOGISTICS CORPORATION

ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1Defined Terms

As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Administrative Agent”has the meaning specified in the preamble to this Agreement.

“Affiliate”means, with respect to any Person, any other Person directly or indirectly controlling or that is controlled by or is under common control with such Person, each officer, director, general partner or joint-venturer of such Person, and each Person that is the beneficial owner of 10% or more of any class of voting Capital Stock of such Person. For the purposes of this definition, “control”means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents”means each of the Administrative Agent and the Syndication Agent.

“Agreement”means this Second Lien Credit Agreement.

“Applicable Lending Office”means, with respect to each Lender, its Domestic Lending Office in the case of a Base Rate Loan, and its Eurodollar Lending Office in the case of a Eurodollar Rate Loan.

“Applicable GAAP”means either GAAP or UK GAAP, as the case may be, in accordance with which the audited financial statements of the relevant Person are prepared.

“Applicable Margin”means:

(a)during the period commencing on the Closing Date and ending on the date that is 270 days after the Closing Date, with respect to Loans maintained as (i) Base Rate Loans, a rate equal to 5.50% per annum and (ii) Eurodollar Rate Loans, a rate equal to 6.50% per annum;

(b)during the period commencing on the date that is 271 days after the Closing Date and ending on the date that 450 days after the Closing Date, with respect to Loans maintained as (i) Base Rate Loans, a rate equal to 7.50% per annum and (ii) Eurodollar Rate Loans, a rate equal to 8.50% per annum; and

(c)thereafter, as of any date of determination, with respect to Loans maintained as (i) Base Rate Loans, a rate equal to 9.50% per annum and (ii) Eurodollar Rate Loans, a rate equal to 10.50% per annum.

2

“Approved Fund”means any Fund that is advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender.

“Arranger”means each of Citigroup Global Markets Inc. and Bear, Stearns & Co. Inc., each in their capacity as joint lead arrangers and joint book-running managers.

“Asia Pacific”means GeoLogistics (Asia Pacific) Limited, a company organized and existing under the law of the British Virgin Islands.

“Asset Sale”has the meaning specified in Section 6.6(a)(iii) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.).

“Assignment and Acceptance”means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit A (Form of Assignment and Acceptance).

“Bankruptcy Code”means title 11, United States Code.

“Base Rate”means, for any period, afluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal at all times to the highest of the following:

(a)the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;

(b)the sum (adjusted to the nearest 0.25% or, if there is no nearest 0.25%, to the next higher 0.25%) of (i) 0.5% per annum, (ii) the rate per annum obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average being determined weekly on each Monday (or, if any such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for Citibank in respect of liabilities consisting of or including (among other liabilities) three-month U.S. dollar nonpersonal time deposits in the United States and (iii) the average during such three-week period of the maximum annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring Dollar deposits in the United States; and

(c)0.5% per annum plus the Federal Funds Rate.

3

“Base Rate Loan”means any Loan during any period in which it bears interest based on the Base Rate.

“Bear Stearns”has the meaning specified in the preamble to this Agreement.

“Bermuda Stock Pledge”means the Charge Over Shares, dated the date hereof, between International Management and CNAI.

“Borrower”has the meaning specified in the preamble to this Agreement.

“Borrowing”means the borrowing consisting of Loans made on the Closing Date by the Lenders ratably according to their respective Commitments.

“Breach Amount”has the meaning specified in Section 7.1(c)(ii) (Events of Default).

“Business Day”means a day of the year on which banks are not required or authorized to close in any of the states of New York or California and, if the applicable Business Day relates to notices, determinations, fundings and payments in connection with the Eurodollar Rate or any Eurodollar Rate Loan, a day on which dealings in Dollar deposits are also carried on in the London interbank market.

“BVI Stock Pledge”means the Charge Over Shares, dated the date hereof, among Holdings Bermuda and CNAI.

“Capital Lease”means, as applied to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, is required to be reflected as a liability on the balance sheet of such Person.

“Capital Stock”means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock, partnership interests or limited liability company interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (but excluding any debt security that is exchangeable for or convertible into such capital stock).

“Cash Equivalents”means, at any time, each of the following:

(a)any evidence of indebtedness with a maturity date of 90 days or less issued or directly and fully guaranteed or insured by the United States of America of any agency or instrumentality thereof; provided, however, that the full faith and credit of the United States of America is pledged in support thereof;

(b)certificates of deposit or bankers’ acceptances with a maturity of 90 days or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $250,000,000;

(c)commercial paper (including variable rate demand notes) with a maturity of 90 days or less issued by a corporation (except an Affiliate of any Restricted Person)

4

organized under the laws of any state of the United States of America or the District of Columbia and rated at least A-1 by S&P or at least P-1 by Moody’s;

(d)repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any financial institution having combined capital and surplus and undivided profits of not less than $250,000,000;

(e)repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any governmental agency thereof and backed by the full faith and credit to the United States of America, in each case maturing within 90 days or less from the date of acquisition; provided, however, that the terms of such agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions with Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985; and

(f)investments in money market funds and mutual funds which invest substantially all of their assets in securities of the types described in clauses (a) through (e) above.

“Change of Control”means (a) the acquisition by any Person or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), except for one or more Questor Funds, of beneficial ownership, directly or indirectly, of 50% or more of the voting power of the total outstanding voting Capital Stock of the Borrower or (b) the failure of the Borrower to own, directly or indirectly, the beneficial ownership of 100% of the voting power of the total outstanding voting Capital Stock of any Loan Party.

“Citibank”means Citibank, N.A., a national banking association.

“Closing Date”means the date on which the Loans are made.

“CNAI”has the meaning specified in the preamble to this Agreement.

“Code”means the U.S. Internal Revenue Code of 1986, as currently amended.

“Collateral”means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a lien or security interest is granted under any Collateral Document.

“Collateral Documents”means the Security Agreement, the Pledge Agreement, each Deposit Account Control Agreement and each other document executed and delivered by a Loan Party granting a lien on any of its property to secure payment of any Secured Obligation.

“Commitment”means, with respect to each Lender, the commitment of such Lender to make a Loan to the Borrower in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I under the caption “Commitment” and as such amount may be reduced pursuant to this Agreement.

5

“Compliance Certificate”has the meaning assigned to it in Section 6.5(a) (Financial Statements and Other Information).

“Debt Issuance”means the incurrence by the Borrower or any of its Subsidiaries of indebtedness for borrowed money or of any other obligation evidenced by bonds, notes, debentures or similar instruments, excluding any indebtedness permitted pursuant to clauses (a) through (d) and clauses (f) through (j) of Section 6.8 (Indebtedness) and excluding, in the case of clause (e) and to the extent of any Breach Amount, any credit support provided pursuant to clause 7.1(c)(ii)(Events of Default).

“Default”means any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Deposit Account Control Agreement”means an agreement in writing, in form and substance satisfactory to each Agent, by and among the Administrative Agent, each Loan Party and any bank at which any deposit account of such Loan Party is at any time maintained.

“Disclosure Documents”means, collectively, each document filed by any Restricted Person with the Securities and Exchange Commission, as amended from time to time.

“Dollars”and the sign “$”each mean the lawful money of the United States of America.

“Domestic Lending Office”means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule II or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Domestic Person”means any “United States person” under and as defined in Section 7701(a)(30) of the Code.

“Domestic Subsidiary”means any Subsidiary of the Borrower organized under the laws of any state of the United States of America or the District of Columbia.

“EBITDA”means, with respect to any Person (on an unconsolidated basis for each component hereof), with respect to any period, an amount equal to the following: (a) the Net Income of such Person for such period determined in accordance with GAAP, plus (b) depreciation, amortization and other non-cash charges (including, but not limited to, imputed interest, write down of goodwill and deferred compensation) of such Person for such period (to the extent deducted in the computation of Net Income), all in accordance with GAAP, plus (c) Interest Expense of such Person for such period (to the extent deducted in the computation of Net Income), and plus (d) the Provision for Taxes for such period (to the extent deducted in the computation of Net Income).

“Eligible Assignee”means (a) a Lender or any Affiliate or Approved Fund of such Lender, (b) a commercial bank having total assets in excess of $5,000,000,000, (c) a finance company, insurance company or any other financial institution or fund, in each case reasonably acceptable to the Administrative Agent and regularly engaged in making, purchasing or investing in loans and having a net worth, determined in accordance with GAAP, in excess of $250,000,000 or, to the extent net worth is less than such amount, a finance company, insurance

6

company, other financial institution or fund, reasonably acceptable to the Administrative Agent or (d) a savings and loan association or savings bank organized under the laws of the United States or any state thereof having a net worth, determined in accordance with GAAP, in excess of $250,000,000.

“Environmental Laws”means all federal, state, district, local and foreign laws, rules, regulations, ordinances, and consent decrees relating to health, safety, hazardous substances, pollution and environmental matters, as now or at any time hereafter in effect, applicable to any Restricted Person’s business and facilities (whether or not owned by it), including laws relating to emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic or dangerous substances, materials or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals, or hazardous, toxic or dangerous substances, materials or wastes.

“Equity Issuance”means the issue or sale of any Capital Stock of (a) the Borrower to any Person other than to the Permitted Holders and (b) any Subsidiary of the Borrower to any Person other than the Borrower and its Subsidiaries.

“ERISA”means the United States Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”means any Person required to be aggregated with any Restricted Person under Sections 414(b), 414(c), 414(m) or 414(o) of the Code.

“ERISA Event”means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan or Multiemployer Plan; (b) the adoption of any amendment to a Plan or Multiemployer Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) the existence with respect to any Plan or Multiemployer Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412 of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or Multiemployer Plan; (e) the occurrence of a non-exempt “prohibited transaction” with respect to which any Restricted Person is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which any Restricted Person could otherwise be liable; (f) a complete or partial withdrawal by any Restricted Person or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal or notification that a Multiemployer Plan is in reorganization; (g) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the Pension Benefit Guaranty Corporation to terminate a Plan or Multiemployer Plan; (h) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan; (i) the imposition of any liability under Title IV of ERISA, other than the Pension Benefit Guaranty Corporation premiums due but not delinquent under Section 4007 of ERISA, upon any Restricted Person or any ERISA Affiliate; and (j) any other event or condition with respect to a Plan or Multiemployer Plan including any Plan or Multiemployer Plan subject to Title IV of ERISA maintained, or contributed to, by any ERISA Affiliate that could reasonably be

7

expected to result in liability of any Restricted Person in excess of $500,000 (other than liabilities for routine funding of benefits).

“Eurocurrency Liabilities”has the meaning assigned to that term in Regulation D of the Federal Reserve Board.

“Eurodollar Base Rate”means, with respect to any Interest Period for any Eurodollar Rate Loan, the rate determined by the Administrative Agent to be the offered rate for deposits in Dollars for the applicable Interest Period appearing on the Dow Jones Markets Telerate Page 3750 as of 11:00 a.m., London time, on the second full Business Day next preceding the first day of each Interest Period.  In the event that such rate does not appear on the Dow Jones Markets Telerate Page 3750 (or otherwise on the Dow Jones Markets screen), the Eurodollar Base Rate for the purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent, or, in the absence of such availability, the Eurodollar Base Rate shall be the rate of interest determined by the Administrative Agent to be the rate per annum at which deposits in Dollars are offered by the principal office of Citibank in London to major banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the Eurodollar Rate Loan of Citibank for a period equal to such Interest Period.

“Eurodollar Lending Office”means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule II or on the Assignment and Acceptance by which it became a Lender (or, if no such office is specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Eurodollar Rate”means, with respect to any Interest Period for any Eurodollar Rate Loan, an interest rate per annum equal to the rate per annum obtained by dividing (a) the Eurodollar Base Rate by (b)(i) a percentage equal to 100% minus (ii) the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the Eurodollar Rate is determined) having a term equal to such Interest Period.

“Eurodollar Rate Loan”means any Loan that, for an Interest Period, bears interest based on the Eurodollar Rate.

“Event of Default”has the meaning specified in Section 7.1 (Events of Default).

“Excluded Foreign Subsidiary”means any Subsidiary that is not a Domestic Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral to secure payment of the Obligations of the Borrower or (b) the guaranteeing by such Subsidiary of the Obligations of the Borrower, would, in the good faith judgment of the Borrower based on an analysis reasonably satisfactory to each Agent, result in materially adverse tax consequences to the Restricted Persons, taken as a whole; provided, however, that no such Subsidiary shall be an “Excluded Foreign Subsidiary” if such Subsidiary has entered into any

8

arrangement to guarantee, or has granted a security interest in any of its assets, or pledged to secure, any indebtedness or other obligations of any Loan Party and such guarantee, grant or pledge and has substantially similar tax consequences.

“Expo”has the meaning specified in the recitals to this Agreement.

“Facilities”means the Commitments and the provisions herein relating to the Loans.

“Federal Funds Rate”means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board”means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Fee Letter”means the fee letter, dated November 8, 2004, addressed to the Borrower from the Agents and the Arrangers and accepted by the Borrower on November 8, 2004, with respect to certain fees, expenses and other amounts to be paid from time to time to the Agents and the Arrangers.

“Financial Statements”means the financial statements of the Borrower and its Subsidiaries delivered in accordance with Section 4.2 (Financial Statements; No Material Adverse Change) and Section 6.5 (Financial Statements and Other Information).

“Fund”means any Person (other than a natural Person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GIFL”means GeoLogistics International Finance Ltd., a limited company organized under the laws of Ireland.

“GIFL US Intercompany Obligations”means any loan or advance from any Loan Party to GIFL, together with any interest thereon and any guaranties thereof by any UK Loan Party.

“GAAP”means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination.

“GLA”has the meaning specified in the recitals to this Agreement.

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“Governmental Authority”means any nation or government, any state, province, or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Grantor Parties”means each Restricted Person other than the Subsidiaries of Holdings Bermuda.

“Guarantor”means a Person party to the Guaranty or otherwise guarantor of any Secured Obligation.

“Guaranty”means the guaranty and security agreement, in substantially the form of Exhibit F (Form of Guaranty), executed by the Guarantors party thereto.

“Hedging Contracts”means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

“Holdings Bermuda”means GeoLogistics Holdings (Bermuda) Limited, a company organized and existing under the law of Bermuda.

“Indemnified Matter”has the meaning specified in Section 9.4 (Indemnities).

“Indemnitee”has the meaning specified in Section 9.4 (Indemnities).

“Intellectual Property” has the meaning specified in the Security Agreement.

“Intercreditor Agreements”means the US Intercreditor Agreement and the UK Intercreditor Agreement.

“Interest Expense”means, for any period, with respect to any Person and its Subsidiaries, all of the following as determined in accordance with GAAP, total interest expense, whether paid or accrued (including the interest component of Capital Leases for such period), including, without limitation, all bank fees, commissions, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances or similar instruments, but excluding (a) amortization of discount and amortization of deferred financing fees and closing costs paid in cash in connection with the transactions contemplated hereby, (i) interest paid in property other than cash and (b) any other interest expense not payable in cash.

“Interest Period”means, in the case of any Eurodollar Rate Loan, (a) initially, the period commencing on the date such Eurodollar Rate Loan is made or on the date of conversion of a Base Rate Loan to such Eurodollar Rate Loan and ending one, two, three or six months thereafter as selected by the Borrower in its Notice of Borrowing or Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.2 (Borrowing Procedures) or 2.9 (Conversion/Continuation Option) and (b) thereafter, if such Loan is continued, in whole or in part, as a Eurodollar Rate Loan pursuant to Section 2.9 (Conversion/Continuation Option), a period commencing on the last day of the immediately

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preceding Interest Period therefor and ending one, two, three or six months thereafter as selected by the Borrower in its Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.9 (Conversion/Continuation Option); provided, however, that all of the foregoing provisions relating to Interest Periods in respect of Eurodollar Rate Loans are subject to the following:

(i)if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(iii)the Borrower may not select any Interest Period that ends after the Maturity Date;

(iv)the Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than $1,000,000; and

(v)there shall be outstanding at any one time no more than two Interest Periods in the aggregate.

“Interest Rate Contracts”means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Intermediate Holding Company”means each Person (a) in which, directly or indirectly the Borrower owns Capital Stock and (b) that owns directly or indirectly any Capital Stock of Asia Pacific, beneficially or otherwise.

“International Management”means GeoLogistics International Management (Bermuda) Limited.

“Inventory” means all of each Restricted Person’s now owned and hereafter existing or acquired goods, whenever located, which (a) are leased by such Restricted Person as lessor, (b) are held by such Restricted Person for sale or lease or to be furnished under a contract of service, (c) are furnished by such Restricted Person under a contract of service or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business.

“IRS”means the Internal Revenue Service of the United States or any successor thereto.

“Lender”means each financial institution or other entity that (a) is listed on the signature pages hereof as a “Lender” or (b) from time to time becomes a party hereto by execution of an Assignment and Acceptance.

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“License Agreement”has the meaning specified in Section 4.9 (Intellectual Property).

“LIW”means LIW Holdings Corp., a Delaware corporation.

“Loan”has the meaning specified in Section 2.1 (The Commitments).

“Loan Documents”means, collectively, this Agreement, the Notes (if any), the Guaranty, the US Intercreditor Agreement, the Fee Letter, the Collateral Documents and each certificate, agreement or document or instrument now or at any time hereafter executed and/or delivered by any Loan Party to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing.

“Loan Party”means each of the Borrower, each Guarantor and each other Subsidiary of the Borrower that executes and delivers a Loan Document and any guarantor, endorser, acceptor, surety or other Person liable on or with respect to the Obligations or who is the owner of any property which is security for the Obligations.

“Material Contract”shall mean (a) any contract or other agreement (other than the Loan Documents), written or oral, of any Restricted Person involving monetary liability of or to any Person in an amount in excess of $1,000,000 in any fiscal year, and (b) any other contract or other agreement (other than the Loan Documents), whether written or oral, to which any Restricted Person is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations or prospects of such Restricted Person or the validity or enforceability of this Agreement, any of the other Loan Documents, or any of the rights and remedies of the Agents hereunder or thereunder.

“Maturity Date”means the earlier of (a) the 547^th day after the Closing Date and (b) the earliest of the final maturities of the US Senior Facility, UK Senior Facility and the UK Facility (whether scheduled, by acceleration of otherwise).

“MIL” has the meaning specified in the recitals to this Agreement.

“Moody’s” means Moody’s Investors Services, Inc.

“Multiemployer Plan”means a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current plan year or the immediately preceding 6 plan years contributed to by any Loan Party or any ERISA Affiliate.

“Net Cash Proceeds”means proceeds received by any Loan Party or any of its Subsidiaries after the Closing Date in cash or Cash Equivalents from any of the following:

(a)Property Loss Event or Asset Sale, other than an Asset Sale permitted under clause (a)(iii)(A), (B), (C), (D), (E), (F), (G), (H), (I) or (J) of Section 6.6 (Sale of Assets, Consolidation, Merger, Dissolution, Etc.), net of (i) the reasonable cash costs of sale, collection, assignment or other disposition, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on indebtedness (other than the Secured Obligations and obligations under the Senior Facility Documents, if any) secured by the assets subject to such Asset

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Sale; provided, however, that evidence of each of (i), (ii) and (iii) above is provided to the Administrative Agent in form and substance satisfactory to each Agent;

(b)(i) Equity Issuance (other than any such issuance of common stock of the Borrower occurring in the ordinary course of business to any director, member of the management or employee of the Borrower or its Subsidiaries) or (ii) any Debt Issuance, in each case net of brokers’ and advisors’ fees and other costs incurred in connection with such transaction; provided, however, that in the case of this clause (b), evidence of such costs is provided to the Administrative Agent in form and substance satisfactory to each Agent.

“Net Income”means, with respect to any Person, for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries, on a consolidated basis, for such period (excluding to the extent included therein any extraordinary or one-time gains or losses) after deducting all charges which should be deducted before arriving at the net income (loss) for such period and after deducting the Provision for Taxes for such period, all as determined in accordance with GAAP; provided, however, that the effect of any change in accounting principles adopted by such Person or its Subsidiaries after the date hereof shall be excluded. For the purpose of this definition, net income excludes any gain or loss, together with any related Provision for Taxes for such gain or loss realized upon the sale or other disposition of any assets that are not sold in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions), or of any Capital Stock of such Person or a Subsidiary of such Person and any net income realized as a result of changes in accounting principles or the application thereof to such Person.

“Non-US Lender”means each Lender or Agent that is not a “United States person” as defined in Section 7701(a)(30) of the Code.

“Note”means a promissory note of the Borrower payable to the order of any Lender in a principal amount equal to the amount of such Lender’s Loan to the Borrower evidencing the indebtedness of the Borrower to such Lender resulting from such Loan.

“Notice of Borrowing”has the meaning specified in Section 2.2 (Borrowing Procedures).

“Notice of Conversion or Continuation”has the meaning specified in Section 2.9 (Conversion/Continuation Option).

“Obligations”means the Loans and all other amounts, obligations, covenants and duties owing by the Borrower to either Agent, any Lender, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn or other payment thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under this Agreement, any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all letter of credit, cash management and other fees, interest, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Borrower under this Agreement, any other Loan Document.

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“Other Restricted Person”means any Subsidiary of Holdings Bermuda.

“Other Taxes”has the meaning specified in Section 2.14(b)(Taxes).

“Permitted Holders”means the Questor Funds and the other Persons listed on Schedule 1.1 and their respective successors and assigns.

“Permitted Holder Stock”means the preferred stock of the Borrower issued to the Questor Funds upon conversion of convertible debt owed to the Questor Funds in an aggregate principal amount of not more than $25,781,219.62 plus any unpaid interest accrued to such principal (which, on the date of such issuance, equaled $710,415.84);

“Permitted European Consolidation”means the sale by the Borrower and LEP Holdings GmbH of their interests in GeoLogistics SarL (Italy) to GeoLogistics GmbH (Germany).

“Permitted Liquidation”means the liquidation of (a) any US Group Member into any other US Group Member or the Borrower, (b) any Intermediate Holding Company (other than Holdings Bermuda or International Management) into any other Intermediate Holding Company or the Borrower, (c) any UK Group Member other than the UK Borrower into another UK Group Member or the UK Borrower, or (d) any Other Restricted Person (other than Asia/Pacific) into any Other Restricted Person; provided, however, that, in order to qualify as a Permitted Liquidation, each Restricted Person shall have complied with Section 6.23(Further Assurances) to the satisfaction of each Agent prior to the consummation of the liquidation and after giving effect thereto.

“Permitted Sale”means any sale, assignment, lease, transfer or other disposition of any assets of the Borrower or its Subsidiaries out of the ordinary course of business in an aggregate amount not the exceed $3,000,000 per fiscal year (or $1,500,000 for the fiscal year in which the Maturity Date occurs) for all such sales, assignments, acquisitions or dispositions made by the Borrower or any of its Subsidiaries.

“Permitted Subsidiaries”means any wholly-owned subsidiary of any US Group Member, UK Group Member or any Other Restricted Person; provided, however, that in the case of any US Group Member or UK Group Member, such US Group Member or UK Group Member shall have complied (and caused such subsidiary to comply) with Section 6.23 (Further Assurances) to the satisfaction of each Agent.

“Person”means any individual, sole proprietorship, partnership, corporation (including, without limitation, any corporation which elects subchapter S status under the Code), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof.

“Plan”means an employee benefit plan (as defined in Section 3(3) of ERISA) which any Restricted Person or any ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, other than a Multiemployer Plan.

“Pledge Agreement”means an agreement, in substantially the form of Exhibit H (Form of Pledge Agreement), executed by the Borrower and each Guarantor.

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“Property Loss Event”means (a) any loss of or damage to property of any Loan Party or any Subsidiary of any Loan Party that results in the receipt by such Person of proceeds of insurance in excess of $500,000 (individually or in the aggregate) or (b) any taking of property of any Loan Party or any Subsidiary of any Loan Party that results in the receipt by such Person of a compensation payment in respect thereof in excess of $500,000 (individually or in the aggregate).

“Provision for Taxes”means, with respect to any Person, for any period, an amount equal to all taxes imposed on or measured by net income, whether Federal, state or local, and whether foreign or domestic, that are paid or payable by such Person and its Subsidiaries in respect of such period on a consolidated basis in accordance with GAAP.

“Purchasing Lender”has the meaning specified in Section 9.7 (Sharing of Payments, Etc.).

“Questor Funds”means the Persons listed on Item I of Schedule 1.1 and their respective successors.

“Ratable Portion”or (other than in the expression “equally and ratably”) “ratably”means, with respect to any Lender, the percentage obtained by dividing (a) the Commitment of such Lender by (b) the aggregate Commitments of all Lenders (or, at any time after the Closing Date, the percentage obtained by dividing the principal amount of such Lender’s Loans by the aggregate Loans of all Lenders).

“Records”means all of each Restricted Person’s present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of such Restricted Person with respect to the foregoing maintained with or by any other Person).

“Register”has the meaning specified in Section 2.5 (Evidence of Debt).

“Requisite Lenders”means collectively, Lenders having more than fifty percent (50%) of the sum of the aggregate outstanding amount of the Commitments or, after the Closing Date, more than fifty percent (50%) of the principal amount of all Loans then outstanding.

“Responsible Officer”means, with respect to any Person, any of the principal executive officers, managing members or general partners of such Person but, in any event, with respect to financial matters, the chief financial officer, treasurer or controller of such Person.

“Restricted Person” means each of the following: (a) the Borrower, (b) each US Group Member and each Subsidiary of each US Group Member, (c) each Intermediate Holding Company, (d) each UK Group Member and (e) each Subsidiary of Holdings Bermuda.

“Restricted Persons Sale and Investment Amount”means the sum of the following:

(a)the aggregate outstanding principal amount of loans and advances made by any Restricted Person to any Subsidiary of the Borrower in reliance

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on Section 6.9(g)(v)(Loans, Investments, Etc.) together with the aggregate outstanding principal amount of any such loans and advances made by such Restricted Person after October 31, 2004 and on or before the date hereof;

(b)the aggregate maximum amount for which Restricted Persons could be liable in connection with any assumptions by such Restricted Person’s of reimbursement obligations of any Subsidiary of the Borrower (if the related letters of credit are fully drawn) made in reliance on Section 6.9(g)(v)(Loans, Investments, Etc.) together with the aggregate maximum amount of such assumption of reimbursement obligations assumed by such Restricted Person after October 31, 2004 and on or before the date hereof;

(c)the aggregate maximum amount any Restricted Person could be liable under any guarantees for the benefit of any Subsidiary of the Borrower made in reliance on Section 6.9(g)(v)(Loans, Investments, Etc.) together with the aggregate maximum amount of such guarantees made by such Restricted Person after October 31, 2004 and on or before the date hereof;

(d)the aggregate capital contributions made by any Restricted Person to any Subsidiary of the Borrower pursuant to Section 6.9(g)(v)(Loans, Investments, Etc.) together with the aggregate amount of such capital contributions made by such Restricted Person after October 31, 2004 and on or before the date hereof; and

(e)the fair market value of all assets transferred in Asset Sales made in reliance on
Section 6.6(a)(iii)(G) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) together with the fair market value of all such assts transferred in Asset Sales made after October 31, 2004 and on or before the date hereof.

“S&P”means Standard & Poor’s Rating Services.

“Secured Obligation”means, in the case of the Borrower, the Obligations, and, in the case of any other Loan Party, the obligations of such Loan Party under the Guaranty and the other Loan Documents to which it is a party.

“Secured Parties”means the Lenders, the Agents, the Indemnitees and any other holder of any Secured Obligation.

“Security”means any Capital Stock, voting trust certificate, bond, debenture, note or other evidence of indebtedness, whether or not secured, convertible or subordinated, or any certificate of interest, share or participation in, any temporary or interim certificate for the purchase or acquisition of, or any warrant, option or other right to subscribe to, purchase or acquire, any other Security.

“Security Agreement”means an agreement, in substantially the form of Exhibit G (Form of Security Agreement),executed by the Borrower and each Guarantor.

“Selling Lender”has the meaning specified in Section 9.7 (Sharing of Payments, Etc.).

“Senior Facilities”means the US Senior Facility and the UK Senior Facility.

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“Senior Facility Document”means, collectively, each US Senior Facility Document and each UK Senior Facility Document.

“Senior Lender”means each of the US Senior Lender and the UK Senior Lender.

“Senior Secured Party”means any US Senior Secured Party or UK Senior Secured Party.

“Solvent”means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Purpose Vehicle”means any special purpose funding vehicle identified as such in writing by any Lender to the Administrative Agent.

“Subsidiary”means, with respect to any Person, any corporation, limited or general partnership, limited liability company, trust, association or other business entity of which more than 50% of the voting stock or other voting equity interests (in the case of a business entity other than a corporation) is owned or controlled directly or indirectly by such Person, or one or more Subsidiaries of such Person, or a combination thereof.

“Syndication Agent”has the meaning specified in the preamble to this Agreement.

“Tangible Net Worth”means with respect to any Person (on an unconsolidated basis), at any time, in accordance with GAAP (except as otherwise specifically set forth below), the amount equal to the sum of the following: (a) the difference between (i) the aggregate net book value of all assets of such Person, calculating the book value of inventory for this purpose on a first-in-first-out basis, after excluding from such assets all goodwill, capitalized financing costs and other assets deemed intangible under GAAP, and after deducting from such book values all appropriate reserves in accordance with GAAP (including any reserves for doubtful receivables, obsolescence, depreciation or amortization) and (ii) the aggregate amount of the indebtedness and other liabilities of such Person (including tax and other proper accruals), plus (b) indebtedness of such Person which is subordinated in right of payment to the full and final payment of all of the Obligations on terms and conditions acceptable to Lender. For purposes of this definition, indebtedness and liabilities shall not include preferred stock, whether or not redeemable.

“Tax Affiliate”means, with respect to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.

“Tax Return”has the meaning specified in Section 2.14 (Taxes).

“Taxes”has the meaning specified in Section 2.14 (Taxes).

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“UCC” has the meaning specified in the Security Agreement.

“UK Administrative Agent”has the meaning specified in the recitals to this Agreement.

“UK Agents”means the UK Administrative Agent, the UK Syndication Agent and the UK Security Trustee.

“UK Borrower”has the meaning specified in the recitals to this Agreement.

“UK Credit Agreement”has the meaning specified in the recitals to this Agreement.

“UK GAAP”means generally accepted accounting principles in the United Kingdom as in effect from time to time.

“UK Group Member”means each of the UK Borrower and each Subsidiary of the UK Borrower.

“UK Intercompany Pledge and Guarantee Agreement”means the Pledge and Guarantee Agreement, dated as of March 23, 2000, between Holdings Bermuda and the UK Borrower (as amended, modified or supplemented from time to time to the extent permitted herein).

“UK Intercompany Secured Obligations”means any amount secured by the UK Intercompany Pledge and Guarantee Agreement, including the “Secured Obligations”under and as defined in the UK Intercompany Pledge and Guarantee Agreement.

“UK Intercreditor Agreement”means the Intercreditor Agreement, dated December 28, 2004 among the UK Lenders, the UK Security Trustee, the Syndication Agent, each UK Senior Lender, the UK Borrower and each other Grantor party thereto, in the form of Exhibit I (UK Intercreditor Agreement).

“UK Lenders”has the meaning specified in the recitals to this Agreement.

“UK Loan Document”means, collectively, the UK Credit Agreement and each certificate, agreement or document or instrument now or at any time hereafter executed and/or delivered by any Loan Party to either UK Agent or any UK Lender in connection with or pursuant to any of the foregoing.

“UK Loan Party”means the UK Borrower and each “Obligor” under and as defined in the UK Loan Documents, together with their successors and permitted assigns.

“UK Parent”means GeoLogistics International Holdings (Bermuda) Ltd.

“UK Sale and Investment Amount”means the sum of the following:

(a)the aggregate outstanding principal amount of loans and advances made by any UK Group Member to any Other Restricted Person in reliance on Section 6.9(g)(iv)(Loans, Investments, Etc.) together with the aggregate outstanding

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principal amount of any such loans and advances made by such UK Group Member after October 31, 2004 and on or before the date hereof;

(b)the aggregate maximum amount for which any UK Group Member could be liable in connection with any of such UK Group Member’s assumption of reimbursement obligations of any Other Restricted Person (if the related letters of credit are fully drawn) in reliance on Section 6.9(g)(iv)(Loans, Investments, Etc.) together with the aggregate maximum amount of such assumption of reimbursement obligations assumed by such UK Group Member after October 31, 2004 and on or before the date hereof;

(c)the aggregate maximum amount for which any UK Group Member could be liable under any guarantees made for the benefit of any Other Restricted Person in reliance on Section 6.9(g)(iv)(Loans, Investments, Etc.) together with the aggregate maximum amount of such guarantees made by Such UK Group Member after October 31, 2004 and on or before the date hereof;

(d)the aggregate amount of capital contributions made by any UK Group Member to any Other Restricted Person in reliance on Section 6.9 (g)(iv)(Loans, Investments, Etc.) together with the aggregate amount of such capital contributions made by such UK Group Member after October 31, 2004 and on or before the date hereof;

(e)the aggregate outstanding principal amount of loans and advances made by any UK Group Member to GIFL in reliance on Section 6.9(k)(Loans, Investments, Etc.) together with the aggregate outstanding principal amount of such loans and advanced made by such UK Group Member after October 31, 2004 and on or before the date hereof; and

(f)the fair market value of all assets transferred in Asset Sales made in reliance on
Section 6.6(a)(iii)(F) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) together with the fair market value of all such assts transferred in Asset Sales made after October 31, 2004 and on or before the date hereof.

“UK Secured Obligations” means the “Obligations”under and as defined in UK Credit Agreement.

“UK Secured Party”means each UK Agent, each UK Lender and each other holder of an obligation under any UK Loan Document, together with their successors and permitted assigns.

“UK Security Trustee”means Citicorp Trustee Company Limited.

“UK Senior Credit Agreement”has the meaning specified in the recitals to this Agreement.

“UK Senior Facility”means the facility established pursuant to, and governed by, the UK Senior Facility Documents.

“UK Senior Facility Documents”means, collectively, the UK Senior Credit Agreement and each certificate, agreement or document or instrument now or at any time

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hereafter executed and/or delivered by any Grantor Party or any Affiliate of any Grantor Party to the UK Senior Lender or any other UK Senior Secured Party in connection with or pursuant to any of the foregoing.

“UK Senior Lender”has the meaning specified in the recitals to this Agreement.

“UK Senior Secured Party”means, collectively, the UK Senior Lender and each other holder of an obligation under the UK Senior Facility.

“UK Syndication Agent”has the meaning specified in the recitals to this Agreement.

“Unrestricted Subsidiary” means each Subsidiary of any Restricted Person that is not a Restricted Person.

“US Group Member” means each Loan Party other than LIW and the Borrower.

“US Intercreditor Agreement”means the Intercreditor Agreement, dated as of December 28, 2004 among the Administrative Agent, each US Senior Lender, the Borrower, and each other Grantor party thereto, in the form of Exhibit J (US Intercreditor Agreement).

“US Lender”means each Lender or Agent that is a Domestic Person.

“US Senior Borrowers”has the meaning specified in the recitals to this Agreement.

“US Senior Credit Agreement”has the meaning specified in the recitals to this Agreement.

“US Senior Facility”means the facility established pursuant to, and governed by, the US Senior Facility Documents.

“US Senior Facility Document”means, collectively, the US Senior Credit Agreement and each certificate, agreement or document or instrument now or at any time hereafter executed and/or delivered by any Grantor Party or any Affiliate of any Grantor Party to the US Senior Lender or any other US Senior Secured Party in connection with or pursuant to any of the foregoing.

“US Senior Lender”has the meaning specified in the recitals to this Agreement.

“US Senior Secured Party”means, collectively, the US Senior Lender and each other holder of an obligation under the US Senior Facility or the UK Senior Facility.

“Voting Stock”means the Capital Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

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Section 1.2Computation of Time Periods

In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from”means “from and including” and the words “to”and “until”each mean “to but excluding” and the word “through”means “to and including.”

Section 1.3Accounting Terms and Principles

(a)Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

(b)If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 4.2 (Financial Statements; No Material Adverse Change) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or Article VI (Affirmative and Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however,that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or Article VI (Affirmative and Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP.

Section 1.4Conversion and Rounding Off

The Administrative Agent may set up appropriate conversion and rounding off mechanisms and may otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are converted or expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

Section 1.5Certain Terms

(a)The terms “herein,”“hereof”and “hereunder”and similar terms refer to this Agreement as a whole, and not to any particular Article, Section, subsection or clause in, this Agreement.

(b)Unless otherwise expressly indicated herein, (i) references in this Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement and (ii) the words “above”and “below”,when following a reference to a clause or a sub-clause of any Loan Document, refer to a clause or sub-clause within, respectively, the same Section or clause.

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(c)Each agreement defined in (or whose definition is referenced in) this Article I shall include all appendices, exhibits and schedules thereto. Unless the prior written consent of any Lender, either Agent or any other Person is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained, references in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified.

(d)References in this Agreement to any statute shall be to such statute as amended or modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative.

(e)The term “including”when used in any Loan Document means “including without limitation” except when used in the computation of time periods.

(f)The terms “Lender”, “Administrative Agent”, “Syndication Agent”, “Agent”, “UK Syndication Agent”, “UK Administrative Agent”, “UK Agent” and “UK Security Trustee” include, without limitation, their respective successors.

(g)Upon the appointment of any successor Administrative Agent pursuant to Section 8.6 (Successor Administrative Agent), references to CNAI in Section 8.3 (The Agents Individually) and in the definitions of Base Rate and Eurodollar Rate shall be deemed to refer to the financial institution then acting as the Administrative Agent or one of is Affiliates if it so designates.

ARTICLE II

THE FACILITY

Section 2.1The Commitments

On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make a loan (each a “Loan”) in Dollars to the Borrower in an amount not to exceed such Lender’s Commitment. Any amount of a Loan prepaid or repaid may not be reborrowed.

Section 2.2Borrowing Procedures

(a)The Borrowing shall be made upon receipt of the Notice of Borrowing given by the Borrower to the Administrative Agent not later than 11:00 a.m. (New York City time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of Eurodollar Rate Loans. The Notice of Borrowing shall specify (A) the Closing Date, (B) the aggregate amount of the proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods therefor. The Loans shall be made as Base Rate Loans unless (subject to Section 2.12 (Special Provisions Governing Eurodollar Rate Loans)) the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. The Borrowing shall be in an aggregate amount of not less than $1,000,000 and multiples of $500,000 in excess thereof.

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(b)The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of the Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.12(a) (Determination of Interest Rate). Each Lender shall, before 11:00 a.m. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 9.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of the proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 9.1 (Amendments, Waivers, Etc.)) on the Closing Date, of the applicable conditions set forth in Section 3.1 (Conditions Precedent to Initial Loans) and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

(e)Unless the Administrative Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of the Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the Closing Date in accordance with this Section 2.2(c) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising the Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising the Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of the Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower.

(d)The failure of any Lender to make on the Closing Date the Loan or any payment required by it shall not relieve any other Lender of its obligations to make such Loan or payment on such date but no such other Lender shall be responsible for the failure of any Lender to make a Loan or payment required under this Agreement.

Section 2.3Reduction and Termination of the Commitments

The Commitments shall be reduced to zero on the Closing Date immediately after the funding of the Loans.

Section 2.4Repayment of Loans

The Borrower shall repay the entire unpaid principal amount of the Loans together with all accrued but unpaid interest thereon on the Maturity Date.

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Section 2.5Evidence of Debt

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b)The Administrative Agent, acting as agent of the Borrower solely for this purpose and for tax purposes, shall establish and maintain at its address referred to in Section 9.8 (Notices, Etc.) a record of ownership (the “Register”) in which the Administrative Agent agrees to register by book entry the Administrative Agent’s, each Lender’s interest in each Loan, and in the right to receive any payments hereunder and any assignment of any such interest or rights. In addition, the Administrative Agent, acting as agent of the Borrower solely for this purpose and for tax purposes, shall establish and maintain accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders, (ii) the amount of each Loan made and, if a Eurodollar Rate Loan, the Interest Period applicable thereto, (iii) the amount of any principal or interest due and payable, and paid, by the Borrower to, or for the account of, each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent hereunder from the Borrower, whether such sum constitutes principal or interest (and the type of Loan to which it applies), fees, expenses or other amounts due under the Loan Documents and each Lender’s share thereof, if applicable.  Notwithstanding anything to the contrary contained in this Agreement, the Loans (including the Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register. A Note shall only evidence the Lender’s or a registered assignee’s right, title and interest in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 2.5 and Section 9.2 (Assignments and Participations) shall be construed so that the Loans are at all times maintained in “registered form”within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any successor provisions of the Code or such regulations).

(c)The entries made in the Register and in the accounts therein maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms. In addition, the Loan Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for inspection by the Borrower, the Administrative Agent or such Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)Notwithstanding any other provision of the Agreement, in the event that any Lender requests that the Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the indebtedness owing to such Lender by the Borrower hereunder, the Borrower shall promptly execute and deliver a Note or Notes to such Lender evidencing any Loans of such Lender, substantially in the forms of Exhibit B (Form of Note).

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Section 2.6Optional Prepayments

The Borrower may, upon at least three Business Days’ prior notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurodollar Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amounts owing pursuant to Section 2.12(e) (Breakage Costs); and, provided, further, that each partial prepayment shall be in an aggregate amount not less than $1,000,000 or integral multiples of $500,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and payable on the date specified for such prepayment.

Section 2.7Mandatory Prepayments

Upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising (i) from an Asset Sale or Property Loss Event, the Borrower shall immediately prepay the Loans in an amount equal to 100% of such Net Cash Proceeds and (ii) from an Equity Issuance or Debt Issuance, the Borrower shall immediately prepay the Loans in an amount equal to 100% of such Net Cash Proceeds; provided, however, that in the case of Net Cash Proceeds arising from an Asset Sale or Property Loss Event in respect of assets securing the Senior Facilities, no such prepayment shall be required to the extent that a reduction of the “Maximum Credit”under and as defined in the US Senior Credit Agreement is effective pursuant to the US Senior Credit Agreement (or because of a valid waiver or consent thereunder) or a reduction of the “Facility Limit”under and as defined in the UK Senior Credit Agreement is effective pursuant to the UK Senior Credit Agreement (or because of a valid waiver or consent thereunder), in each case, because of such Asset Sale or Property Loss Event. Any such mandatory prepayment shall be applied, notwithstanding the provisions of the Section 2.11(f) (Payments and Computations) but subject to the provisions of Section 2.11(g) (Payments and Computations), to repay the outstanding principal balance of the Loans, until such Loans shall have been prepaid in full.

Section 2.8Interest

(a)Rate of Interest. All Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows:

(i)if a Base Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time and (B) the Applicable Margin;

(ii)if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Interest Period and (B) the Applicable Margin in effect from time to time during such Interest Period; and

(iii)if any other Obligation, as separately provided in a written agreement between the Secured Party owed such Obligation and the Loan Party owing such Obligation, and, in the absence of any such agreement, at a rate per annum equal to

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the sum of (A) the BaseRate as in effect from time to time and (B) the Applicable Margin.

(b)Interest Payments. (i) Interest accrued on each Base Rate Loan shall be payable in arrears (A) on the first Business Day of each calendar month, commencing on the first such day following the making of such Base Rate Loan, (B) upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Base Rate Loan, (ii) interest accrued on each Eurodollar Rate Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and, if such Interest Period has a duration of more than three months, on each day during such Interest Period occurring every three months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Eurodollar Rate Loan and (iii) interest accrued on the amount of all other Obligations shall be payable on demand from and after the time such Obligation becomes due and payable (whether by acceleration or otherwise).

(c)Default Interest.  Notwithstanding the rates of interest specified in clause (a) above or elsewhere herein, effective immediately upon the occurrence of an Event of Default and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans and the amount of all other Obligations then due and payable shall bear interest at a rate that is two percent per annum in excess of the rate of interest applicable to such Loans or other Obligations from time to time.  Such interest shall be payable on the date that would otherwise by applicable pursuant to clause (b) above or otherwise on demand.

Section 2.9Conversion/Continuation Option

(a)The Borrower may elect (i) at any time on any Business Day to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans and (ii) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Loans for each Interest Period must be in the amount of at least $1,000,000 or an integral multiple of $500,000 in excess thereof.  Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit D (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion.

(b)The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any provision of Section 2.12 (Special Provisions Governing Eurodollar Rate Loans).If, within the time period required under the terms of this Section 2.9, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate

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Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the applicable Interest Period, such Loans shall be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Section 2.10Fees

The Borrower has agreed to pay to the Agents and the Arrangers certain fees, expenses and other amounts, the amount and dates of payment of all of which are embodied in the Fee Letter.

Section 2.11Payments and Computations

(a)The Borrower shall make each payment hereunder (including fees and expenses) not later than 1:00 p.m. (New York time) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 9.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim.  The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in Section 2.7 (Mandatory Prepayments) and in clauses (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.13 (Capital Adequacy), 2.14 (Taxes) or Section 2.12(c) (Increased Costs) or (d) (Illegality) shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 1:00 p.m. (New York time) shall be deemed to be received on the next Business Day.

(b)All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c)Each payment by the Borrower of any Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in Dollars.

(d)Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day.  All repayments of any Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods.

(e)Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the

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Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

(f)Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.7 (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect of the Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s Ratable Portion of the Loans; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.

(g)The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.7 (Mandatory Prepayments) and clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 7.2 (Remedies), shall, apply all payments in respect of any Secured Obligations and all other proceeds of Collateral in the following order:

(i)first, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender and for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;

(ii)second, to pay Secured Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent;

(iii)third, to pay Secured Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders;

(iv)fourth, to pay interest then due and payable in respect of the Loans;

(v)fifth, to pay or prepay principal amounts on the Loans, ratably to the aggregate principal amount of such Loans; and

(vi)sixth, to the ratable payment of all other Secured Obligations;

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provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any of clauses first, second, third, fourth, fifth and sixth, above, the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Obligations ratably, based on the proportion of Administrative Agent’s and each Lender’s interest in the aggregate outstanding Secured Obligations described in such clauses. The order of priority set forth in clauses first, second, third, fourth, fifth and sixth above may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or by any other Person that is not a Lender. The order of priority set forth in clauses first and second abovemay be changed only with the prior written consent of the Administrative Agent in addition to that of the Requisite Lenders.

Section 2.12Special Provisions Governing Eurodollar Rate Loans

(a)Determination of Interest Rate

The Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be determined by the Administrative Agent pursuant to the procedures set forth in the definition of “Eurodollar Rate”The Administrative Agent’s determination shall be presumed to be correct absent manifest error and shall be binding on the Borrower.

(b)Interest Rate Unascertainable, Inadequate or Unfair

In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate then being determined is to be fixed or (ii) the Requisite Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Requisite Lenders have determined that the circumstances causing such suspension no longer exist.

(c)Increased Costs

If at any time any Lender determines that the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements included in determining the Eurodollar Rate) or the compliance by such Lender with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law), in each case occurring after the date of this Agreement, shall have the effect of increasing the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes absent manifest error; provided, however,

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that notwithstanding the foregoing, the Borrower shall not be required to compensate any Lender for any such amount incurred more than 90 days prior to the delivery of such certificate (such period to be extended to include the period of a retroactive effect of the event described in such certificate as having triggered such compensation).

(d)Illegality

Notwithstanding any other provision of this Agreement, if any Lender determines that the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent (i) the obligation of such Lender to make or to continue Eurodollar Rate Loans and to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of the Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately convert each such Loan into a Base Rate Loan.

If, at any time after a Lender gives notice under this Section 2.12(d), such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall promptly give notice of that determination to the Borrower and the Administrative Agent, and the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrower’s right to request, and such Lender’s obligation, if any, to make Eurodollar Rate Loans shall thereupon be restored.

(e)Breakage Costs

In addition to all amounts required to be paid by the Borrower pursuant to Section 2.8 (Interest), the Borrower shall compensate each Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may sustain (i) if for any reason a proposed conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in the Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.9 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.7 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Lender, absent manifest error.

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Section 2.13Capital Adequacy

If at any time any Lender determines that (a) the adoption of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority (whether or not having the force of law) shall have the effect of reducing the rate of return on such Lender’s (or any corporation controlling such Lender’s) capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, compliance or interpretation, then, upon demand from time to time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes absent manifest error; provided, however, that notwithstanding the foregoing, the Borrower shall not be required to compensate any Lender for any such amount incurred more than 90 days prior to the delivery of such certificate (such period to be extended to include the period of a retroactive effect of the event described in such certificate as having triggered such compensation).

Section 2.14Taxes

(a)Except as otherwise provided in this Section 2.16, any and all payments by any Loan Party under each Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender and Agent (A) taxes measured by its net income, and franchise taxes imposed on it and similar taxes imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or Agent (as the case may be) is organized and (B) any United States withholding taxes payable with respect to payments under the Loan Documents under laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of (x) an Eligible Assignee, the date of the Assignment and Acceptance and (y) a successor Administrative Agent, the date of the appointment of such Administrative Agent) applicable to such Lender or Agent, as the case may be, but not excluding any United States withholding taxes payable as a result of any change in such laws occurring after the Closing Date (or the date of such Assignment and Acceptance or of appointment of such Agent) and (ii) in the case of each Lender, taxes measured by its net income, and franchise taxes imposed on it as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under any Loan Document to any Lender or Agent (w) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14(a) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (x) the relevant Loan Party shall make such deductions, (y) the relevant Loan Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law and (z) the relevant Loan Party shall deliver to the Administrative Agent evidence of such payment.

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(b)In addition, each Loan Party agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any political subdivision thereof or any applicable foreign jurisdiction, and all liabilities with respect thereto, in each case arising from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (collectively, “Other Taxes”).

(c)Each Loan Party shall, jointly and severally, indemnify each Lender and Agent for the full amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14(c))paid by such Lender or Agent (as the case may be) and any liability (including for penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  This indemnification shall be made within 30 days from the date such Lender or Agent (as the case may be) makes written demand therefor.

(d)Within 30 days after the date of any payment of Taxes or Other Taxes by any Loan Party, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 9.8 (Notices, Etc.), the original or a certified copy of a receipt evidencing payment thereof.

(e)Without prejudice to the survival of any other agreement of any Loan Party hereunder or under the Guaranty, the agreements and obligations of such Loan Party contained in this Section 2.14 shall survive the payment in full of the Obligations.

(f)(i)Each Non-US Lender that is entitled at such time to an exemption from United States withholding tax, or that is subject to such tax at a reduced rate under an applicable tax treaty, shall (v) on or prior to the Closing Date in the case of each Non-U.S. lender that is a signatory hereto, (w) on or prior to the date of the Assignment and Acceptance pursuant to which such Non-US Lender becomes a Lender the date a successor Administrative Agent becomes the Administrative Agent hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower and the Administrative Agent and (z) from time to time if requested by the Borrower or either Agent, provide the Administrative Agent and the Borrower with two completed originals of each of the following, as applicable:

(A)Form W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business) or any successor form;

(B)Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) or any successor form;

(C)in the case of a Non-US Lender claiming exemption under Sections 871(h) or 881(c) of the Code, a Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form; or

(D)any other applicable form, certificate or document prescribed by the IRS certifying as to such Non-US Lender’s entitlement to such exemption from

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United States withholding tax or reduced rate with respect to all payments to be made to such Non-US Lender under the Loan Documents.

Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-US Lender are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

(ii)Each US Lender shall (v) on or prior to the Closing Date in the case of each US Lender that is a signatory hereto, (w) on or prior to the date of the Assignment and Acceptance pursuant to which such US Lender becomes a Lender, the date a successor Administrative Agent becomes the Administrative Agent hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower and the Administrative Agent and (z) from time to time if requested by the Borrower or either Agent, provide the Administrative Agent and the Borrower with two completed originals of Form W-9 (certifying that such US Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Solely for purposes of this clause (f), a US Lender shall not include a Lender or Agent that may be treated as an exempt recipient based on the indicators described in Treasury Regulation section 1.6049-4(c)(l)(ii).

(g)Any Lender claiming any additional amounts payable pursuant to this Section 2.14 shall use its reasonable efforts (consistent with its internal policies and applicable laws and other legal requirements) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that would be payable or may thereafter accrue and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

ARTICLE III

CONDITIONS TO LOANS

Section 3.1Conditions Precedent to Loans

The obligation of each Lender to make the Loans requested to be made by it is subject to the satisfaction or due waiver in accordance with Section 9.1 (Amendments, Waivers, Etc.) of each of the following conditions precedent:

(a)Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to each Agent and in sufficient copies for each Lender:

(i)this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;

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(ii)the Guaranty, duly executed by each Guarantor;

(iii)(A) the UK Intercreditor Agreements, duly executed by each of the UK Lenders, the UK Security Trustee, the Syndication Agent, each UK Senior Lender and the UK Borrower and (B) the US Intercreditor Agreement, duly executed by each of the Administrative Agent, each US Senior Lender and the Borrower;

(iv)the Security Agreement, duly executed by the Borrower and each Guarantor, together with evidence satisfactory to each Agent that, upon the filing and recording of instruments delivered at the Closing, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral, including (A) such documents duly executed by each Loan Party as either Agent may request with respect to the perfection of such security interest (including financing (statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of liens created by the Security Agreement) and (B) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder;

(v)the Notice of Borrowing, duly executed by the Borrower;

(vi)a favorable opinion of (A) Drinker Biddle & Reath LLP, counsel to the Loan Parties, in substantially the form of Exhibit E (Form of Opinion of Counsel for the Loan Parties), (B) Georgia counsel to the Loan Parties acceptable to each Agent and in form and substance satisfactory to each Agent and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;

(vii)a copy of each amendment to the Senior Facility Documents executed in connection herewith, together with all documents executed in connection therewith, each certified as being complete and correct by a Responsible Officer of the Borrower;

(viii)a copy of the articles or certificate of incorporation (or equivalent constituent document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;

(ix)a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent constituent document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or

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equivalent constituent document) of such Loan Party from the certificate of incorporation (or equivalent constituent document) delivered pursuant to clause (viii) above;

(x)a certificate of a Responsible Officer of the Borrower, stating that the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with Section 6.17 (Use of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto;

(xi)a certificate of a Responsible Officer to the effect that (A) the condition set forth in Section 3.1 (Conditions Precedent to Loans) has been satisfied and (B) no litigation not listed on Schedule 4.5 shall have been commenced against any Loan Party or any of its Subsidiaries that, if adversely determined, would have a material adverse effect on the assets, liabilities, properties and condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole;

(xii)evidence satisfactory to each Agent that the insurance policies required by Section 6.4 (Insurance) and any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries; and

(xiii)such other certificates, documents, agreements and information respecting any Loan Party as either Agent may reasonably request.

(b)Fee and Expenses Paid.  There shall have been paid to the Administrative Agent, for the account of the Agents and the Lenders, as applicable, all fees, expenses and other amounts (including reasonable fees and expenses of counsel) due and payable on or before the Closing Date (including all such fees, expenses and other amounts described in the Fee Letter).

(c)Additional Facilities.  Each Agent shall be satisfied that all conditions precedent to the funding of the loans pursuant to UK Facility Documents (including without limitation, the delivery by the UK Borrower and each UK Loan Party (other than the Loan Parties) of guaranties, debentures, pledges, charges, security documents and related opinions of counsel in the United Kingdom, Bermuda and the British Virgin Islands and other related documents, in each case which shall be satisfactory to each Agent, with respect to the GIFL US Intercompany Obligations) and to the effectiveness of all amendments to the Senior Facility Documents executed in connection herewith shall have been satisfied.

(d)Consents, Etc.  Each of the Borrower and its Subsidiaries shall have received all consents and authorizations required pursuant to any material agreement with any other Person and shall have obtained all permits of, and effected all notices to and filings with, any governmental authority, in each case, as may be necessary to allow each Loan Party and each of its Subsidiaries lawfully (i) to execute, deliver and perform, in all material respects, their respective obligations hereunder and under the Loan Documents to which each of them, respectively, is, or shall be, a party and each other agreement or instrument to be executed and delivered by each of them, respectively, pursuant thereto or in connection therewith and (ii) to create and perfect the liens on the Collateral to be owned by each of them in the manner and for the purpose contemplated by the Loan Documents.

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(e)Representations and Warranties. Both before and after giving effect to the funding of the Loans and to the application of the proceeds therefrom;

(i)the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Closing Date; and

(ii)no Default or Event of Default shall have occurred and be continuing.

(i)No Legal Impediments. The making of the Loans on the Closing Date does not violate any law or other legal requirement.

(g)Pro Forma Balance Sheet. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries has been delivered to the Administrative Agent and has been prepared as of the last day of the immediately preceding fiscal month (except that the aggregate outstanding principal amount of any long term indebtedness set forth on such balance sheet will be reflected thereon as of the Closing Date), and reflects as of such date, on a pro forma basis, the consolidated financial condition of the Borrower and its Subsidiaries after giving effect to Borrowings on the Closing Date, and the assumptions expressed therein were reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders and the Agents to enter into this Agreement, the Borrower represents and warrants each of the following to the Lenders and the Agents, on and as of the Closing Date and after giving effect to the making of the Loans and the other financial accommodations on the Closing Date:

Section 4.1Corporate/Company Existence, Power and Authority; Subsidiaries

Each Restricted Person is a corporation, limited liability company or entity duly organized, as the case may be, and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be. Each Grantor Party is in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be. Each Restricted Person that is not a Grantor Party and is not organized under the laws of any State of the United States is in good standing under the laws of its jurisdiction or organization or incorporation, as the case may be, and each Restricted Person is duly qualified as a foreign corporation and is in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which failure to so qualify would, in the aggregate, not have a material adverse effect on the financial condition, results of operation or business of the Borrower and its Subsidiaries, taken as a whole, or the rights of the Agents and the Lenders in or to any of the Collateral. Attached as Schedule 4.1 is a true and correct organizational chart of the Borrower and each of its Subsidiaries as of the date hereof identifying each Person that is an Intermediate Holding Company and each Person that is a Restricted Person on the date hereof. The execution, delivery

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and performance of this Agreement, the other Loan Documents and the transactions contemplated hereunder and thereunder (a) are all within each Loan Party’s corporate or company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of such Loan Party’s certificate of incorporation or by-laws, articles of formation, operating agreement or other organizational documentation, as the case may be, or any indenture, agreement or undertaking to which such Loan Party is a party or by which such Loan Party or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Loan Party other than under this Agreement and the other Loan Documents. This Agreement and the other Loan Documents constitute legal, valid and binding obligations of each Loan Party enforceable in accordance with their respective terms. No Restricted Person has any Subsidiary except as set forth on Schedule 4.1.

Section 4.2Financial Statements; No Material Adverse Change

All financial statements relating to the Borrower and its Subsidiaries that have been delivered hereunder or in connection herewith (whether before or after the Closing Date) have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include any notes) and fairly present, in all material respects, the financial condition and the results of operations of the Borrower and its Subsidiaries as at the dates and for the periods set forth therein. There has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole since December 31, 2003.

Section 4.3Title to Properties

Each Restricted Person has valid leasehold interests in all of its real property (it being understood that Expo occupies premises leased by GLA) and good, valid and merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except those granted to the Administrative Agent and such others as are specifically listed on Schedule 6.7 or permitted under Section 6.7 (Encumbrances).

Section 4.4Tax Returns

Each Restricted Person has filed, or caused to be filed, in a timely manner all tax returns, reports and declarations that are required to be filed by it (without requests for extension except as previously disclosed in writing to the Administrative Agent). All information in such tax returns, reports and declarations is complete and accurate in all material respects. Each Restricted Person has paid or caused to be paid all taxes due and payable or claimed due and payable in any assessment received by it, except taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person and with respect to which adequate reserves have been set aside on its books. Adequate provision has been made for the payment of all accrued and unpaid Federal, state, county, local, foreign and other taxes whether or not yet due and payable and whether or not disputed.

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Section 4.5Litigation

Except as set forth on Schedule 4.5, there is no present investigation by any Governmental Authority pending, or to the best of any Restricted Person’s knowledge threatened, against or affecting any Restricted Person, its assets or business and there is no action, suit, proceeding or claim by any Person pending, or to the best of any Restricted Person’s knowledge threatened, against any Restricted Person or its assets or goodwill, or against or affecting any transactions contemplated by this Agreement, that has a material possibility (as reasonably determined by either Agent) of being adversely determined against any Restricted Person, and if adversely determined against such Restricted Person would result in any material adverse change in the assets, business or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or would impair the ability of such Restricted Person to perform its obligations hereunder or under any of the other Loan Documents to which it is a party or of the Administrative Agent to enforce any Obligations or realize upon any Collateral.

Section 4.6Compliance with Other Agreements and Applicable Laws

No Restricted Person is in default under, or in violation of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and each Restricted Person is in compliance with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, state or local Governmental Authority where such non-compliance would result in any material adverse change in the assets, business or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or would impair the ability of such Restricted Person to perform its obligations hereunder or under any of the other Loan Documents to which it is party or of the Administrative Agent to enforce any Obligations or realize upon any Collateral.

Section 4.7Environmental Compliance

(a)Except as set forth on Schedule 4.7, no Restricted Person has generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its premises (whether or not owned by it) in any manner that at any time violates any applicable Environmental Law or any license, permit, certificate, approval or similar authorization thereunder and the operations of such Restricted Person complies in all material respects with all Environmental Laws and all licenses, permits, certificates, approvals and similar authorizations thereunder.

(b)Except as set forth on Schedule 4.7, there has been no investigation, proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other Person nor is any pending or to the best of any Restricted Person’s knowledge threatened, with respect to any non compliance with or violation of the requirements of any Environmental Law by any Restricted Person or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, that affects any Restricted Person or its business, operations or assets or any properties at which any Restricted Person has transported, stored or disposed of any Hazardous Materials.

(c)No Restricted Person has material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or

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the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials.

(d)Each Restricted Person has all licenses, permits, certificates, approvals or similar authorizations required to be obtained or filed in connection with the operations of such Restricted Person under any Environmental Law and all of such licenses, permits, certificates, approvals or similar authorizations are valid and in full force and effect.

Section 4.8Employee Benefits

(a)Schedule 4.8 sets forth a complete and correct list of Plans subject to Title IV of ERISA and Multiemployer Plans. Except as set forth on Schedule 4.8, each Plan is in material compliance with the applicable provisions of ERISA, the Code and other federal or state law.  Each Plan or Multiemployer Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS and to the best of each Loan Party’s knowledge, nothing has occurred that would cause the loss of such qualification.  Each Restricted Person and its ERISA Affiliates have made all required contributions to any Plan and any Multiemployer Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan or any Multiemployer Plan.

(b)There are no pending or, to the best of each Restricted Person’s knowledge, threatened, claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan, other than routine claims for benefits. To the best of each Restricted Person’s knowledge, there has been no nonexempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(c)(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) the current value of each Plan’s assets (determined in accordance with the assumptions used for funding such Plan pursuant to Section 412 of the Code) is not less than such Plan’s liabilities under Section 4001(a)(16) of ERISA; (iii) no Restricted Person or any of its ERISA Affiliates have incurred, nor do any of them reasonably expect to incur, any liability under Title IV of ERISA (other than premiums due and not delinquent under Section 4007 of ERISA) that has not been satisfied in full; (iv) no Restricted Person or any of its ERISA Affiliates have incurred, nor do any of them reasonably expect to incur, any liability (and no event has occurred that, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Restricted Person or any of its ERISA Affiliates have engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

Section 4.9Intellectual Property

Each Restricted Person owns or licenses or otherwise has, pursuant to a valid and enforceable written agreement, all rights to all Intellectual Property that are necessary and sufficient for the operation of its business as presently conducted and proposed to be conducted. As of the date hereof, no Restricted Person has any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or the United States Copyright Office or any similar office or agency in the United States, any state thereof, any political subdivision thereof or in any other country, other than those described on Schedule 4.9 and has not granted any licenses or other rights with respect thereto other than as set forth on

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Schedule 4.9. No event has occurred that permits or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights. To the best of each Restricted Person’s knowledge, the use, sale, offer for sale, manufacture, or import of any slogan or other advertising device, product, process, method, substance or other Intellectual Property, goods or services by such Restricted Person does not infringe any patent, trademark, servicemark, tradename, copyright, license or other Intellectual Property owned by any other Person and no claim or litigation is pending or threatened against or affecting such Restricted Person with respect to the foregoing or otherwise contesting its right to sell or use any such Intellectual Property. Schedule 4.9 sets forth all of the agreements or other arrangements of each Restricted Person pursuant to which such Restricted Person has a license or other right to use any trademarks, logos, designs, representations or other Intellectual Property owned by another Person as in effect on the date hereof and the dates of the expiration of such agreements or other arrangements of such Restricted Person as in effect on the date hereof (collectively, together with such agreements or other arrangements as may be entered into by such Restricted Person after the date hereof other than licenses related to commercial off the shelf software or embedded software, the “License Agreements”). No trademark, servicemark or other Intellectual Property at any time used by any Restricted Person that is owned by another Person, or owned by such Restricted Person subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any Person other than the Secured Parties, the UK Secured Parties or the Senior Secured Parties, is affixed to any Inventory, except to the extent permitted under the terms of the License Agreements listed on Schedule 4.9.

Section 4.10Subsidiaries; Affiliates; Capitalization; Solvency

(a)Except as set forth on Schedule 4.10, no Restricted Person has any direct or indirect Subsidiaries or Affiliates and no Restricted Person is engaged in any joint venture or partnership, in each case except as set forth on Schedule 4.10 and subject to the right of each Restricted Person to form or acquire Subsidiaries in accordance with Section 6.9 (Loans, Investments, Etc.).

(b)Each Restricted Person is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of the each of its Subsidiaries listed on Schedule 4.10 as being owned by such Restricted Person and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares.

(c)The issued and outstanding shares of Capital Stock of each Restricted Person are directly and beneficially owned and held by the Persons indicated on Schedule 4.10, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the date hereof.

(d)As of the date hereof, each Loan Party and each UK Loan Party is Solvent.

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Section 4.11Labor Disputes

(a)Set forth on Schedule 4.11 is a list (including dates of termination) of all collective bargaining or similar agreements between or applicable to each Restricted Person and any union, labor organization or other bargaining agent in respect of the employees of such Restricted Person on the date hereof.

(b)There is (i) no significant unfair labor practice complaint pending against any Restricted Person or, to the best of each Restricted Person’s knowledge, threatened against it, before the National Labor Relations Board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending on the date hereof against any Restricted Person or, to the best of such Restricted Person’s knowledge, threatened against it, and (ii) no significant strike, labor dispute, slowdown or stoppage is pending against any Restricted Person or, to the best of each Restricted Person’s knowledge, threatened against such Restricted Person.

Section 4.12Restrictions on Subsidiaries

Except for restrictions contained in this Agreement, any other agreement with respect to indebtedness of any Restricted Person permitted hereunder as in effect on the date hereof or any agreement with respect to any Subsidiary of a Restricted Person described on Schedule 4.12 or any other agreement entered into after the date hereof as part of, and by the parties to, a financing entered into in reliance on Section 6.6(b)(i) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) or Section 6.8(i) (Indebtedness), there are no contractual or consensual restrictions on any Restricted Person or any Subsidiary of any Restricted Person that prohibit or otherwise restrict (a) the transfer of cash or other assets to or between Restricted Persons or (b) the ability of any Restricted Person to incur indebtedness or grant security interests to any Secured Party or UK Secured Parry in the Collateral.

Section 4.13Material Contracts

Schedule 4.13 sets forth all Material Contracts to which each Restricted Person is a party or is bound as of the date hereof. Each Restricted Person has delivered true, correct and complete copies of such Material Contracts to the Administrative Agent on or before the date hereof.

Section 4.14Margin Regulations

The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board), and no proceeds of any Loan will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.15Investment Company Act; Public Utility Holding Company Act

No Restricted Person is (a) an “investment company”or an “affiliated person”of, or “promoter”or “principal underwriter”for, an “investment company,”as such terms are defined in the Investment Company Act of 1940, as amended or (b) a “holding company,”or an

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“affiliate”or a “holding company”or a “subsidiary company”of a “holding company,”as each such term is defined and used in the Public Utility Holding Company Act of 1935, as amended.

Section 4.16Accuracy and Completeness of Information

All information furnished by or on behalf of any Restricted Person in writing to any Secured Party or UK Secured Party in connection with this Agreement or any of the other Loan Documents or any UK Loan Document or any transaction contemplated hereby or thereby, including, without limitation, all information on any Schedule or any schedule or annex to any other Loan Document is true and correct in all material respects on the date as of which such information is dated or certified and does not omit any material fact necessary in order to make such information not misleading. No event or circumstance has occurred that has had or could reasonably be expected to have a material adverse affect on the business, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, that has not been fully and accurately disclosed to the Administrative Agent in writing.

Section 4.17Survival of Warranties; Cumulative

All representations and warranties contained in this Agreement or any of the other Loan Documents shall survive the execution and delivery of this Agreement and shall be conclusively presumed to have been relied on by each Agent regardless of any investigation made or information possessed by either Agent. The representations and warranties set forth herein shall be cumulative and in addition to any other representations or warranties that any Restricted Person shall give, or cause to be given, to either Agent pursuant to any Loan Document.

Section 4.18Ranking

The Loans and other Obligations payable hereunder and under the Notes and the other Loan Documents are direct, unconditional and unsubordinated general obligations of the Borrower, are entitled to the benefit and security of the Collateral as provided herein, and rank at least pari passu in right and priority of payment with all other present and future outstanding unsubordinated indebtedness of the Restricted Persons; provided, however, that the rights and obligations among the Secured Parties and the Senior Secured Parties in respect of the Collateral shall be as set forth in the US Intercreditor Agreement.

ARTICLE V

FINANCIAL COVENANTS

The Borrower agrees with the Lenders and the Agents to each of the following as long as any Obligation remains outstanding and, in each ease, unless the Requisite Lenders otherwise consent in writing and the Borrower shall, and shall cause each Restricted Person and each Loan Party, as applicable, to comply with the following:

Section 5.1Minimum EBITDA

The Borrower and its Subsidiaries shall achieve, on a consolidated basis, EBITDA, measured as at the end of each month on a rolling twelve-month basis, of not less than the amount set forth opposite such month:

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TWELVE-MONTH PERIOD ENDING	MINIMUM EBITDA
November 2004	$	11,600,000
December 2004	$	17,250,000
January 2005	$	17,800,000
February 2005	$	17,800,000
March 2005	$	18,500,000
April 2005	$	19,000,000
May 2005	$	19,000,000
June 2005	$	19,700,000
July 2005	$	20,000,000
August 2005	$	21,000,000
September 2005	$	21,600,000
October 2005	$	22,500,000
November 2005	$	23,300,000
December 2005	$	24,000,000
January 2006	$	24,500,000
February 2006	$	25,000,000
March 2006	$	26,000,000
April 2006	$	27,000,000

Section 5.2Minimum Tangible Net Worth

The Borrower and its Subsidiaries shall maintain, on a consolidated basis, Tangible Net Worth, measured as at the end of each fiscal quarter, of not less than the amount set forth opposite such quarter:

QUARTER ENDING	MINIMUM TANGIBLE NET WORTH(1)
December 31, 2004	$	-39,800,000
March 31, 2005	$	-44,000,000
June 30, 2005	$	-46,000,000
September 30, 2005	$	-46,400,000
December 31, 2005	$	-39,800,000
March 31, 2006	$	-42,000,000

ARTICLE VI

AFFIRMATIVE AND NEGATIVE COVENANTS

The Borrower agrees with the Lenders and the Agents to each of the following, as long as any Obligation remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

(1) “-” indicates negative Tangible Net Worth.

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Section 6.1Maintenance of Existence

Each Restricted Person shall at all times preserve, renew and keep in full, force and effect its corporate or company existence and rights and franchises with respect thereto (other than as expressly permitted under clauses (a)(i) or (v) of Section 6.6 (Sale of Assets, Consolidation, Merger, Dissolution, Etc.)) and maintain in full force and effect all permits, licenses, trademarks, trade names, approvals, authorizations, leases and contracts necessary to carry on the business as presently or proposed to be conducted.

Section 6.2Compliance with Laws, Regulations, Etc.

(a)Each Restricted Person shall (and, in the case of ERISA, shall cause its ERISA Affiliates), at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, state or local Governmental Authority, including, without limitation, in the case of the Loan Parties and their ERISA Affiliates, ERISA and otherwise in the case of the Loan Parties, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws where such noncompliance would result in a material adverse effect on the assets, business or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or would materially impair the ability of such Restricted Person to perform its obligations under the Loan Documents to which it is a party or of the Administrative Agent to enforce any Obligations or realize upon the Collateral.

(b)Each Restricted Person shall give written notice to the Administrative Agent immediately upon such Restricted Person’s receipt of any notice of, or such Restricted Person otherwise obtaining knowledge of: (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by any Restricted Person; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material; or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials other than in the ordinary course of and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Restricted Person to the Administrative Agent. Each Restricted Person shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to the Administrative Agent on such response.

(c)Without limiting the generality of the foregoing, whenever either Agent reasonably determines that there is any material non-compliance, or any condition that requires any action by or on behalf of any Restricted Person in order to avoid any material non-compliance, with any Environmental Law, such Restricted Person shall, at either Agent’s request such Restricted Person’s expense:

(i)cause an independent environmental engineer acceptable to each Agent to conduct such tests of the site where any Restricted Person’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Administrative Agent a report as to such non-

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compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof; and

(ii)provide to the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Restricted Person’s response thereto or the estimated costs thereof, shall change in any material respect.

(d)Each Loan Party shall indemnify and hold harmless each Agent, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Restricted Person and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 6.2(d) shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

Section 6.3Payment of Taxes and Claims

Each Restricted Person shall duly pay and discharge all taxes, assessments, contributions and governmental charges upon or against it or its properties or assets, except for taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person and with respect to which adequate reserves have been set aside on its books.

Section 6.4Insurance

Each Restricted Person shall, at all times, maintain with financially sound and reputable insurers insurance with respect to the Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations of established reputation engaged in the same or similar businesses and similarly situated. Each Restricted Person shall furnish certificates, policies or endorsements to the Administrative Agent as any Lender shall require as proof of such insurance, and, if any Restricted Person fails to do so, the Administrative Agent is authorized, but not required, to obtain such insurance at the expense of such Restricted Person. All policies shall provide for at least 30 days prior written notice to the Administrative Agent of any cancellation or material reduction of coverage. Each Loan Party shall cause the Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under its insurance policies and each Loan Party shall obtain non-contributory lender’s loss payable endorsements to all casualty insurance policies in form and substance satisfactory to each Agent. The Administrative Agent’s loss payable endorsements shall specify that, subject to the rights of the Senior Secured Parties pursuant to the US Intercreditor Agreement, the proceeds of such insurance shall be payable to the Administrative Agent as its interests may appear and further specify that the Administrative Agent shall be paid regardless of any act or omission by any Restricted Person or any of its Affiliates. At its option and subject to the provisions of the US Intercreditor Agreement, the Administrative Agent may apply any insurance proceeds received by any Lender at any time to the cost of repairs or replacement of Collateral and/or to payment of the Obligations, whether or not then due, in any order and in such manner as the Administrative Agent may determine or hold such proceeds as cash collateral for the Obligations.

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Section 6.5Financial Statements and Other Information

(a)The Borrower and its Subsidiaries shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of the Borrower and its Subsidiaries in accordance with Applicable GAAP. Without limiting any other provision of this Agreement, the Borrower shall furnish or cause to be furnished to the Administrative Agent:

(i)within 30 days after the end of each fiscal month, unaudited consolidated financial statements of the Borrower and its Subsidiaries and consolidating financial statements of the Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss and statements of cash flow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of such entities as of the end of and through such month, certified to be correct by the chief financial officer of each such entity, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit K (Form of Compliance Certificate), along with a schedule, in form reasonably satisfactory to each Agent, of the calculations used in determining, as of the end of such month, whether the Borrower and its Subsidiaries were in compliance with the terms and conditions of this Agreement for such month, including the covenants set forth in Section 5.1 (Minimum EBITDA) and Section 5.2 (Minimum Tangible Net Worth); and

(ii)within 120 days after the end of each fiscal year, audited consolidated financial statements of the Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity and setting forth in comparative form the figures for the corresponding period in the prior year, and, if applicable, the latest budgets, forecasts and projections delivered pursuant to clause (f) below and a management discussion and analysis of such financial statements and such comparisons), and the accompanying notes thereto, all in reasonable detail, and fairly presenting in all material respects the financial position and the results of the operations of such entities as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be a nationally recognized independent accounting firm or, if not, another independent accounting firm selected by such entities and reasonably acceptable to each Agent, that such financial statements have been prepared in accordance with Applicable GAAP, and present fairly in all material respects the results of operations and financial condition of such entities as of the end of and for the fiscal year then ended.

(b)Prior to any Asset Sale anticipated to generate in excess of $500,000 in Net Cash Proceeds, the Borrower shall send to the Administrative Agent a notice (i) describing such Asset Sale or the nature and material terms and conditions of such transaction and (ii) stating the estimated Net Cash Proceeds anticipated to be received.

(c)Promptly after the sending or receipt thereof, the Borrower shall send to the Administrative Agent copies of all material notices, certificates or reports delivered or received pursuant to, or in connection with, any Senior Facility Document.

(d)The Borrower shall promptly notify the Administrative Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property that is security for the Obligations or that would result in any

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material adverse change in any Restricted Person’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any order, judgment or decree in excess of $1,000,000 having been entered against any Restricted Person or any properties or assets of any Restricted Person, (iii) any notification of a violation of any law or regulation received by any Restricted Person, (iv) any ERISA Event, and (v) the occurrence of any Default or Event of Default.

(e)The Borrower shall, promptly after the sending or filing thereof, furnish or cause to be furnished to the Administrative Agent copies of all financial reports that the Borrower sends to its stockholders generally.

(f)The Borrower shall furnish or cause to be furnished to the Administrative Agent such budgets, forecasts, projections and other information in respect of the Collateral and the business of the Borrower and its Subsidiaries, as either Agent may, from time to time, reasonably request and to notify the auditors and accountants of each Restricted Person that each Agent is authorized to obtain such information directly from them. Each Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the business of any Restricted Person to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. The Borrower hereby irrevocably authorizes and directs all accountants or auditors to deliver to the Administrative Agent, at the Borrower’s expense, copies of the financial statements of any Restricted Person and any reports or management letters prepared by such accountants or auditors on behalf of any Restricted Person and to disclose to the Administrative Agent such information as they may have regarding the business of any Restricted Person. Any information provided to the Administrative Agent pursuant to this Section 6.5(f) shall be subject to the provisions of Section 9.18 (Confidentiality) hereof. Any documents, schedules, invoices or other papers delivered to the Administrative Agent may be destroyed or otherwise disposed of by the Administrative Agent one year after the same are delivered to the Administrative Agent, except as otherwise designated by any Restricted Person to the Administrative Agent in writing.

Section 6.6Sale of Assets, Consolidation, Merger, Dissolution, Etc.

(a)No Restricted Person shall directly or indirectly do any of the following:

(i)merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it except for the following:

(A)  any US Group Member may merge into or with any other US Group Member or the Borrower; provided, however, that, in the case of any merger involving the Borrower, the Borrower shall be the surviving corporation;

(B)  any Intermediate Holding Company (other than Holdings Bermuda or International Management) may merge into or with any other Intermediate Holding Company or the Borrower; provided, however, that, (x) in the case of any merger involving the Borrower, the Borrower shall be the surviving corporation, (y) in the case of any merger involving LIW, other than a merger of LIW into the Borrower, LIW shall be the surviving corporation and (z) in the case of a merger of Holdings Bermuda or International Management, either Holdings

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Bermuda or International Management shall be the surviving corporation;

(C)  any UK Group Member may merge into or with any other UK Group Member; provided, however, that, in the case of any merger involving the UK Borrower, the UK Borrower shall be the surviving corporation; and

(D)  any Other Restricted Person may merge into or with any other Other Restricted Person; provided, however, that in the case of any merger involving Asia Pacific, Asia Pacific shall be the surviving corporation; and provided, further, that, after giving effect to such merger, all Capital Stock of Asia Pacific shall be pledged to the Administrative Agent for the benefit of the Secured Parties;

(ii)sell, issue, assign, transfer or otherwise dispose of any Capital Stock to any Person except for sales or issuances by the Borrower of Capital Stock of the Borrower to the extent permitted pursuant to clause (vi) below and any sale, issuance, assignment, transfer or other disposition:

(A)of all of the outstanding Capital Stock of any US Group Member to any other US Group Member or the Borrower;

(B)of all of the outstanding Capital Stock of any Intermediate Holding Company (other than LIW and Holdings Bermuda) to any other Intermediate Holding Company or the Borrower;

(C)of all of the outstanding Capital Stock of any UK Group Member to any other UK Group Member or the UK Parent; provided, however, that such transaction will be permitted solely if, concurrently with the consummation thereof (but after giving effect to such transaction), the UK Security Trustee, for the benefit of the UK Secured Parties, is granted a perfected security interest on such Capital Stock to secure the UK Secured Obligations with the same priority as the pledge of such Capital Stock to secure the UK Secured Obligations entered into as of the date hereof (or as otherwise agreed by the Administrative Agent); and

(D)of all of the outstanding Capital Stock of any Other Restricted Person other than Asia/Pacific to any Other Restricted Person or Holdings Bermuda;

(iii)sell, assign, lease, transfer or otherwise dispose of any other Person or any of its assets (other than sales of Capital Stock permitted by clause (ii) above or clause (iv) below to any other Person (an “Asset Sale”) except for the following:

(A)sales of Inventory in the ordinary course of business;

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(B)the disposition of worn-out or obsolete equipment or equipment no longer used in the business of such Restricted Person so long as (x) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Lender and (y) such sales do not involve equipment having an aggregate fair market value in excess of $1,000,000 for all such equipment disposed of by the Restricted Persons in any fiscal year, or $500,000 in the fiscal year in which the Maturity Date occurs;

(C)any sale, assignment, lease or other disposition by any Loan Party to any other Loan Party;

(D)any sale, assignment, lease or other disposition by any UK Group Member to any Loan Party or any other UK Group Member;

(E)any sale, assignment, lease or other disposition by any Other Restricted Person to any Other Restricted Person;

(F)any sale, assignment, lease or other disposition by any UK Group Member to any Other Restricted Person; provided, however, that (x) no Default or Event of Default is continuing or would result therefrom, (y) such Asset Sale shall be for a fair market value and other consideration therefor shall be payable in cash and (z) that after giving effect to such Asset Sale, the UK Sale and Investment Amount shall not exceed $7,500,000;

(G)any sale, assignment, lease or other disposition by any Restricted Person to any Subsidiary of the Borrower, provided, however, that (x) no Default or Event of Default is continuing or would result therefrom, (y) such Asset Sale shall be for fair market value and other consideration therefor shall be payable in cash and (z) that after giving effect to such Asset Sale, the Restricted Persons Sale and investment Amount shall not exceed $7,500,000;

(H)any sale, assignment or other transfer by any Other Restricted Person to any counterparty (other than to the Borrower or to any Subsidiary of the Borrower) to any factoring arrangement in connection with any financing made in reliance on Section 6.8(i) (Indebtedness);

(I)any Permitted Sale not otherwise permitted under this clause (iii); and

(J)any sale or disposition by any Restricted Person permitted pursuant to the US Senior Credit Agreement (or permitted pursuant to a valid waiver or consent if the sale or disposition is otherwise prohibited by the US Senior Credit Agreement) but otherwise not permitted under this Agreement; provided, however, that the aggregate fair market value of such sales or dispositions made in reliance on this clause (J) shall not exceed $5,000,000.

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(iv)acquire (A) the Capital Stock of any Person in a transaction in which such Person would become a Subsidiary of such Restricted Person or (B) substantially all of the assets of any Person (except, in each case of clauses (A) and (B) hereof, from a Restricted Person pursuant to a transaction permitted in clause (i), (ii) or (iii) above or in connection with the formation of a Permitted Subsidiary);

(v)wind up, liquidate or dissolve except in connection with a Permitted Liquidation;

(vi)issue or permit to remain outstanding any Capital Stock other than (A) common stock (and, in the case of the Borrower, options and warrants to purchase common stock), (B) in the case of any Subsidiary of the Borrower, preferred stock issued to a Restricted Person (to the extent the investment by such Restricted Person in such preferred stock is otherwise permitted hereunder), and (C) in the case of the Borrower, Permitted Holder Stock; provided, however, that each of the following conditions is satisfied as determined by the Administrative Agent: (1) the Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Permitted Holder Stock; (2) such Permitted Holder Stock shall be and remain on terms and conditions satisfactory (including subordination terms) to each Agent and the Borrower shall not, directly or indirectly, redeem, retire, defease, purchase or otherwise acquire such Permitted Holder Stock or set aside or otherwise deposit or invest any sums for such purpose; and (3) the Borrower shall furnish to the Administrative Agent all notices or demands in connection with such Permitted Holder Stock either received by the Borrower or on its behalf promptly after the receipt thereof, or sent by such the Borrower or on its behalf concurrently with the sending thereof, as the case may be; or

(vii)agree to do any of the foregoing.

(b)The Borrower shall not permit any of its Unrestricted Subsidiaries to sell, assign, lease, transfer or otherwise dispose any of its assets out of the ordinary course of business except for:

(i)financing transactions including secured financings and factoring arrangements, entered into by any Unrestricted Subsidiary;

(ii)transactions solely between or among the Borrower and any Subsidiary of the Borrower or solely between or among two or more Subsidiaries of the Borrower (including, in each case, capital contributions, dividends and other distributions, loans, mergers, consolidations, liquidations, and dissolutions); and

(iii)Permitted Sales.

(c)Notwithstanding anything prohibited by clauses (a) and (b) above, the Borrower may, and may permit its Subsidiaries, to (i) sell, assign, lease transfer or otherwise dispose of the assets identified on Schedule 6.6 and (ii) consummate the Permitted European Consolidation.

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Section 6.7Encumbrances

No Restricted Person shall create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including, without limitation, the Collateral, except for the following:

(a)(i) liens and security interests in favor of the Secured Parties or the UK Secured Parties; and (ii) in the case of the assets and properties of the UK Loan Parties (other than the Borrower and the Guarantors), liens and security interests in favor of any Loan Party to secure the GIFL US Intercompany Obligations;

(b)liens and security interests on the Collateral securing indebtedness of the Senior Secured Parties under the Senior Secured Documents, to the extent such liens, security interest and indebtedness are subject to any Intercreditor Agreement;

(c)liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person and with respect to which adequate reserves have been set aside on its books;

(d)security deposits in the ordinary course of business;

(e)non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Restricted Person’s business to the extent:

(i)such liens secure obligations that are not yet overdue;

(ii)such liens are not in imminent danger of foreclosure; or

(iii)such liens secure indebtedness relating to claims or liabilities that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books;

(f)zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property that do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Restricted Person as presently conducted thereon or materially impair the value of the real property that may he subject thereto;

(g)purchase money security interests in equipment (including Capital Leases) and purchase money mortgages on real property to secure indebtedness permitted under Section 6.8 (Indebtedness);

(h)the security interests and liens set forth on Schedule 6.7 or replacements therefor that do not extend to any other property or increase the amounts secured; and

(i)security interests and liens on the assets of any Other Restricted Person having entered into any financing transaction permitted pursuant to Section 6.6(b)(i) (Sale of

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Assets, Consolidation, Merger, Dissolution, Etc.) or Section 6.8(i) (Indebtedness) securing the obligations under such financing transaction.

Section 6.8Indebtedness

No Restricted Person shall incur, create, assume, become or be liable in any manner with respect to, suffer or permit to exist, any indebtedness for borrowed money or sale and leaseback transactions, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any Person, except for the following:

(a)the Obligations and indebtedness and other obligations owing under the UK Loan Documents;

(b)(i)indebtedness owing by the US Senior Borrowers (together with any guaranty thereof provided by any Restricted Person) in respect of the US Senior Facility Documents in an aggregate amount (including any outstanding interest, fees and other charges) not to exceed $40,000,000 (or, beginning on the Closing Date and ending on prior to December 31, 2004, $45,000,000); and

(ii)indebtedness owing by the UK Borrower in respect of the UK Senior Facility Documents in an aggregate amount (including any outstanding interest, fees and other charges) not to exceed £25,000,000; provided, however, that such amount shall be reduced by the amount any reduction in the “Facility Limit”(under and as defined in the UK Senior Credit Agreement) and any term of similar effect required under the UK Senior Credit Agreement (or any consent or waiver thereunder) because of the receipt by any Restricted Person or a Subsidiary of any Restricted Person of net cash proceeds from an Asset Sale of Property Loss Event;

(c)trade obligations and normal accruals in the ordinary course of business not yet due and payable, or with respect to which such Restricted Person is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and available to such Restricted Person, and with respect to which adequate reserves have been set aside on its books;

(d)purchase money indebtedness (including Capital Leases) (i) not incurred in violation of any other provision of this Agreement, (ii) incurred to finance the acquisition of fixed assets, and (iii) whose aggregate outstanding principal amount does not exceed $2,000,000 at any time;

(e)unsecured indebtedness of such Loan Party arising after the date hereof to any Person other than the Borrower or any Subsidiary of the Borrower (other than indebtedness of the kind described in any other clause of this Section 6.8); provided, however,that each of the following conditions is satisfied as determined by the Administrative Agent:     (i) such indebtedness shall be at all times on terms and conditions acceptable to each Agent and shall be subordinated to the prior payment in full in cash of the Secured Obligations and the UK Secured Obligations (including interest accruing after the beginning of any bankruptcy or insolvency proceeding, whether or not allowed in such proceeding) on terms and conditions satisfactory to each Agent, (ii) the Administrative Agent shall have received not less than 10 days prior written notice of the intention of such Loan Party to incur such indebtedness, which notice shall set forth

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in reasonable detail satisfactory to each Agent the amount of such indebtedness, the Persons to whom such indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect hereto and such other information as either Agent may reasonably request with respect thereto, (iii) the Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such indebtedness, (iv) on and before the date of incurring such indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (v) such Loan Party shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto, except, that, such Loan Party may, after prior written notice to the Administrative Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vi) the Borrower shall furnish to the Administrative Agent all notices or demands in connection with such indebtedness either received by such Loan Party or on its behalf promptly after the receipt thereof, or sent by such Loan Party or on its behalf concurrently with the sending thereof, as the case may be;

(f)indebtedness owing to any Person other than the Borrower or any Subsidiary of the Borrower, existing on the date hereof and set forth on Schedule 6.8(f); provided, however, that (i)  such Restricted Person may only make regularly scheduled payments of principal and interest in respect of such indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such indebtedness as in effect on the date hereof, (ii) such Restricted Person shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except that, such Restricted Person may, after prior written notice to the Administrative Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such indebtedness (other than pursuant to payment thereof), or to reduce the interest rate or any fees in connection therewith, or (B) except as otherwise permitted under this Agreement, redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose; and (iii) each Restricted Person shall furnish to the Administrative Agent all notices or demands in connection with such indebtedness either received by any Restricted Person or on its behalf, promptly after the receipt thereof, or sent by any Restricted Person or on its behalf, concurrently with the sending thereof, as the case may be;

(g)unsecured indebtedness (including, where applicable guaranties and assumptions of letter of credit obligations) owing to any Restricted Person to the extent it constitutes an investment permitted to be made by such Restricted Person pursuant to Section 6.9 (Loans, Investments, Etc.) and (ii) indebtedness owing to GIFL in respect of any loan or advance made by GIFL using the proceeds of any loan or advance made by any Restricted Person to GIFL in reliance of clause (f) of Section 6.9 (Loans, Investments, Etc.) hereof; provided, however,that, in each case of clauses (i) and (ii) hereof, (A) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to the incurrence, creation or assumption of such indebtedness and (B) all such indebtedness shall be subordinated on terms

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and conditions satisfactory to each Agent to the prior payment in full in cash of the Secured Obligations and the UK Secured Obligations;

(h)other unsecured indebtedness of the UK Loan Parties not exceeding $2,000,000, in the aggregate, owing to any Person other than the Borrower or any Subsidiary of the Borrower, at any one time outstanding;

(i)indebtedness pursuant to any financing transaction (but not guaranties thereof by any Intermediate Holdings Company, Loan Party or UK Loan Party), including secured financings and factoring arrangements, entered into by any Other Restricted Person to any Person other than the Borrower or Subsidiaries of the Borrower having an aggregate principal amount at any time outstanding not to exceed $7,500,000;

(j)loans or advances owing to the Borrower or any Subsidiary of the Borrower constituting an investment of the Borrower or such Subsidiary permitted to be made hereunder in reliance on Section 6.9 (c) (Loans, Investments, Etc.);

provided, however,that the aggregate amount of the UK Intercompany Secured Obligations at any time outstanding will not exceed $1,000,000.

Section 6.9Loans, Investments, Etc.

No Restricted Person shall directly or indirectly, make, or suffer or permit to exist, any loans or advance money or property to any Person, or any investment in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or indebtedness or all or a substantial part of the assets or property of any Person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except for the following:

(a)the endorsement of instruments for collection or deposit in the ordinary course of business;

(b)investments in cash or Cash Equivalents; provided, however,that the terms and conditions of the Security Agreement shall have been satisfied with respect to the deposit account or investment account in which such cash or Cash Equivalents are held;

(c)(i) the equity investments of such Restricted Person in its Subsidiaries existing on or prior to October 31, 2004 or issued solely as a result of a conversion of existing intercompany loans (with no additional consideration therefor), (ii) investments (including all loans and advances existing on October 31, 2004 for the appropriate category other than to the extent repaid in cash since October 31, 2004 and all other outstanding loans and advances) in the Borrower or any Subsidiary of the Borrower made after October 31, 2004, in an aggregate principal amount outstanding not to exceed, for each category set forth on Schedule 6.9(c) (and calculated on a net basis in the manner set forth on such schedule), the amount set forth on such Schedule 6.9(c) for such category (which represents the outstanding amount of all such loans and advances existing on October 31, 2004 for such category on a net basis), and (iii) investments in each such Subsidiary in an amount not exceeding the amount of any dividend or similar return on capital (but not including any repayments, cancellations of, or other reductions in indebtedness) in the form of cash with respect to any such investment, in either case received or declared, after the date hereof, by such Restricted Person from such Subsidiary or in connection with such Restricted Person’s investment therein; provided, however,that such Restricted Person shall have

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no obligation to make any other investment in, or loans to, or other payments in respect of, any such Subsidiaries;

(d)any transaction permitted by Section 6.6 (Sale of Assets, Consolidation, Merger, Dissolution, Etc.);

(c)loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of any Restricted Person or guaranties or the assumption of letter of credit obligations for the benefit of another Restricted Person; provided, however, that (i) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guaranty or assumption of letter of credit obligation and (ii) such loans, advances, investments, purchases or repurchases do not violate the capitalization requirements of any Restricted Person, under applicable laws;

(f)loans or advances consisting of the GIFL US Intercompany Obligations or loans or advances by the UK Borrower to GIFL; provided, however, that (i) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Restricted Person, under applicable laws, (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL, to (A) the UK Borrower in the case of the GIFL US Intercompany Obligations, or (B) the Loan Parties otherwise and (iv) all of such loans or advances are evidenced by promissory notes or otherwise subject to a credit agreement (in each case, in form, and substance satisfactory to each Agent), and, in the case of promissory notes, delivered, subject to any prior delivery requirement set forth in the Intercreditor Agreements, to the Administrative Agent; and provided, further, that loans and advances made in reliance on this clause (f) shall be subordinated on terms and conditions satisfactory to each Agent in to the prior payment in full in cash of the Secured Obligations and the UK Secured Obligations;

(g)investments in the form of loans, advances, the assumption of reimbursement obligations under letters of credit, guaranties or capital contributions from:

(i)any Loan Party to any other Loan Party;

(ii)any UK Group Member or Intermediate Holding Company to any other UK Loan Party;

(iii)any Other Restricted Person to any Other Restricted Person;

(iv)any UK Group Member to any Other Restricted Person; provided, however, that after giving effect to such investment, the UK Sale and Investment Amount shall not exceed $7,500,000; or

(v)a Restricted Person to any Subsidiary of the Borrower; provided, however, that after giving effect to such investment, the sum of the Restricted Persons Sale and Investment Amount shall not exceed $7,500,000;

provided, further,that in each case of clauses (i) through (v) hereof, (x) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to

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such investment (y) and any loans or other obligations made or incurred under such clauses are subordinated to the prior payment in full in cash of the Obligations and the UK Obligations on terms and conditions satisfactory to each Agent;

(h)stock or obligations issued to any Restricted Person by any Person (or the representative of such Person) in respect of indebtedness of such Person owing to any Restricted Person in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, however,that, subject to any requirement to deliver such original to any Senior Secured Party, the original of any such stock or instrument evidencing such obligations shall, subject to the provisions of the Intercreditor Agreements, be promptly delivered to the Administrative Agent, upon either Agent’s request, together with such stock power, assignment or endorsement by such Restricted Person as Lender may request;

(i)obligations of account debtors to any Restricted Persons arising from account receivables that are past due evidenced by a promissory note made by such account debtor payable to such Restricted Person; provided, however,that promptly upon the receipt of the original of any such promissory note by such Restricted Person, such promissory note shall, subject to the provisions of the Intercreditor Agreements, be endorsed to the order of the Administrative Agent by such Restricted Person and promptly delivered to the Administrative Agent as so endorsed;

(j)the loans and advances to Persons other than the Borrower or Subsidiaries of the Borrower set forth on Schedule 6.9(j); provided, however,that as to such loans and advances (i) no Restricted Person shall, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto, and (ii) each Restricted Person shall furnish to the Administrative Agent all notices or demands in connection with such loans and advances either received by such Restricted Person or on its behalf, promptly after the receipt thereof, or sent by such Restricted Person or on its behalf, concurrently with the sending thereof, as the case may be; and

(k)loans or advances by any UK Group Member to GIFL; provided, however,that (i) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Restricted Person, under applicable laws, (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL to Other Restricted Persons; (iv) all of such loans or advances are evidenced by promissory notes or credit agreements (in each case, in form and substance satisfactory to each Agent) and, in the case of promissory notes, delivered, subject to any prior delivery requirement set forth in the Intercreditor Agreements, to the Administrative Agent; (v) after giving effect to such loan or advance, no violation of clauses (g)(iii) of this Section 6.9 shall have occurred, and provided, further, that loans and advances made in reliance on this clause (k) shall be subordinated on terms and conditions satisfactory to each Agent in to the prior payment in full in cash of the Secured Obligations and the UK Secured Obligations, and (vi) after giving effect to such loans or advances, the aggregate amount of loans and advances made in reliance on this clause (k) plus the UK Sale and Investment Amount does not exceed $7,500,000.

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Section 6.10Dividends and Redemptions; Management Fees; Reimbursement

(a)The Borrower shall not, directly or indirectly, declare or pay any dividends on account of any shares of any class of its Capital Stock now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of its Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except in any case in the form of shares of Capital Stock consisting of common stock.  Notwithstanding the foregoing, with respect to the Permitted Holder Stock, the Borrower may pay dividends to holders of Permitted Holder Stock in accordance with the terms thereof at a rate not to exceed 12% per annum for those paid in cash; provided, however,that no Default or Event of Default shall then exist or arise as a result of such payment.

(b)The Restricted Persons may collectively pay to the Permitted Holders or their Affiliates (other than the Restricted Persons and their Subsidiaries) management fees not to exceed $2,500,000 in the aggregate in any fiscal year, or $1,250,000 in the fiscal year in which the Maturity Date occurs; provided, however, that no Default or Event of Default shall then exist or arise as a result of such payment.

Section 6.11Transactions with Affiliates

No Restricted Person shall, directly or indirectly, except as provided in Section 6.10 (Dividends and Redemptions; Management Fees; Reimbursement), (a) purchase, acquire or lease any property from, or sell, transfer or lease any property to any officer, director, agent or other Person affiliated with any Restricted Person (other than the Borrower and its Subsidiaries), except in the ordinary course of and pursuant to the reasonable requirements of such Restricted Person’s business and upon fair and reasonable terms no less favorable to such Restricted Person than such Restricted Person would obtain in a comparable arm’s length transaction with an unaffiliated Person, or (b) make any payments to any officer, employee, natural person shareholder or director of any Restricted Person of management, consulting or other fees for management or similar services, or of any indebtedness, owing to such individual except reasonable compensation to officers, employees and directors for services rendered to such Restricted Person in the ordinary course of business. For this purpose, Affiliate shall not include any other Restricted Person.

Section 6.12Compliance with ERISA

Each Restricted Person shall and shall cause each of its ERISA Affiliates to do all of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal and state law; (b) cause each Plan that is qualified under Section 401(a) of the Code to maintain such qualification; (c) not terminate any of such Plans so as to incur any liability to the Pension Benefit Guaranty Corporation; (d) not allow or suffer to exist any prohibited transaction involving any of such Plans or any trust created thereunder that would subject such Restricted Person or such ERISA Affiliate to a tax or penalty or other liability on prohibited transactions imposed under Section 4975 of the Code or ERISA; (e) make all required contributions to any Plan or Multiemployer Plan that it is obligated to pay under Section 302 of ERISA, Section 412 of the Code or the terms of such Plan or Multiemployer

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Plan; (f) not allow or suffer to exist any accumulated funding deficiency, whether or not waived, with respect to any Plan; or (g) not allow or suffer to exist any occurrence of a reportable event as defined in Section 4043 of ERISA or any other event or condition that presents a material risk of termination by the Pension Benefit Guaranty Corporation of any Plan that is a single employer plan, which termination could result in any liability to the Pension Benefit Guaranty Corporation.

Section 6.13End of Fiscal Years, Fiscal Quarters

Each Restricted Person shall, for financial reporting purposes, cause its (a) fiscal years to end on December 31 of each year and (b) fiscal quarters to end on March 31, June 30, September 30 and December 31 of each year.

Section 6.14Change in Business

(a)No Restricted Person shall engage in any business other than the business of such Restricted Person on the date hereof and any business reasonably related, ancillary or complimentary to the business in which such Restricted Person is engaged on the date hereof.

(b)Neither International Management nor Holdings Bermuda shall engage in any business or activity other than (i) holding shares in the Stock of their respective Subsidiaries and Affiliates, (ii) paying taxes, (iii) preparing reports to Governmental Authorities and to its shareholders and (iv) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure.

Section 6.15Limitation of Restrictions Affecting Subsidiaries

No Restricted Person shall, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction that prohibits or limits the ability of any Subsidiary of such Restricted Person to (a) pay dividends or make other distributions or pay any indebtedness owed to any Restricted Person (b) make loans or advances to such Restricted Person, (c) transfer any of its properties or assets to any Restricted Person, or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Restricted Person, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Restricted Person, (v) any agreement relating to permitted indebtedness incurred by any Restricted Person (other than any Grantor Party) prior to the date on which such Restricted Person became a Restricted Person and outstanding on such date, (vi) any agreement set forth on Schedule 4.12, as in effect on the date hereof, (vii) the extension or continuation of contractual obligations of any Restricted Person in existence on the date hereof; provided, however, that (x) any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Lender than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued and (y) in the case of any agreement with respect to any Unrestricted Subsidiary or otherwise set forth on Schedule 4.12, such extension or continuation (together with, if requested by either Agent, the delivery of a copy of the relevant documentation) is disclosed to each Agent reasonably prior to the effectiveness thereof, and (viii) the terms of any financing transaction permitted by Section 6.8(i) with respect to the property of the Other Restricted Person having entered into such financing transaction.

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Section 6.16License Agreements

Each Restricted Person shall (a) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set form therein, if any, (b) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (c) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted Person; provided, however,that such Restricted Person shall give the Administrative Agent not less than 30 days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (d) give the Administrative Agent prompt written notice of any material License Agreement entered into by such Restricted Person after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent may request, (e) give the Administrative Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent (promptly upon the receipt thereof by such Restricted Person in the case of a notice to such Restricted Person, and concurrently with the sending thereof in the case of a notice from such Restricted Person) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person in connection with any material License Agreement that relates to the right of such Restricted Person to continue to use the property subject to such License Agreement, and (f) furnish to the Administrative Agent, promptly upon the request of either Agent, such information and evidence as either Agent may require from time to time concerning the observance, performance and compliance by such Restricted Person or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement.

Section 6.17Use of Proceeds

All Loans made by any Lender to the Borrower pursuant to the provisions hereof shall be used by the Borrower or any of its Subsidiaries only for general operating, working capital and other proper corporate purposes of the Borrower or any of its Subsidiaries not otherwise prohibited by the terms hereof. None of the proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security or for the purposes of reducing or retiring any indebtedness that was originally incurred to purchase or carry any margin security or for any other purpose that might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended.

Section 6.18Access to Premises

From time to time as requested by the Administrative Agent, at the cost and expense of the Borrower (a) the Administrative Agent (or its designee) shall have complete access to all of the Restricted Persons’ premises during normal business hours and after notice to the Borrower, or at any time and without notice to any Restricted Person if an Event of Default exists or has occurred and is continuing, for the purposes of inspecting, verifying and auditing the Collateral and all Restricted Persons’ books and records, including, without limitation, the Records and (b) each Restricted Person shall promptly furnish to the Administrative Agent such

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copies of such books and records or extracts therefrom as either Agent may request, and (c) the Administrative Agent (or its designee) may use during normal business hours such of the Restricted Persons’ personnel, equipment, supplies and premises as may be reasonably necessary for the foregoing and if an Event of Default exists or has occurred and is continuing for the realization of Collateral.

Section 6.19Collection of Accounts

(a)No Loan Party has any deposit accounts as of the date hereof, except as set forth on Schedule 6.19. No Loan Party shall directly or indirectly, after the date hereof open, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) the Administrative Agent shall have received not less than five Business Days prior written notice of the intention of such Loan Party to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom such Loan Party is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be acceptable to the Administrative Agent, and (iii) if such deposit account is opened after the payment in full of all non-contingent obligations under the US Senior Facility Documents, on or before the opening of such deposit account, such Loan Party shall as the Administrative Agent may specify either (A) deliver to the Administrative Agent a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by such Loan Party and the bank at which such deposit account is opened and maintained or (B) arrange for the Administrative Agent to become the customer of the bank with respect to the deposit account on terms and conditions acceptable to the Administrative Agent. The terms of this Section 6.19(a) shall not apply to deposit accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Loan Party’s salaried employees.

(b)No Loan Party owns or holds, directly or indirectly, beneficially or as record owner or both, any investment property, as of the date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in each case except as set forth on Schedule 6.19.No Loan Party shall, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other similar account (other than a deposit account) with any securities intermediary or commodity intermediary unless each of the following conditions is satisfied: (i) the Administrative Agent shall have received not less than five Business Days prior written notice of the intention of such Loan Party to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to each Agent the name of the account, the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom such Loan Party is dealing and the purpose of the account, and (ii) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to each Agent.

Section 6.20No Speculative Transactions

No Restricted Person shall permit, and no Restricted Person shall permit any of its Subsidiaries to, engage in any speculative transaction or in any transaction involving Hedging

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Contracts except for the sole purpose of hedging in the normal course of business and consistent with industry practices.

Section 6.21Ranking

The Borrower will ensure that the payment obligations of the Borrower under this Agreement and the Notes will at all times have the ranking specified in Section 4.18 (Ranking).

Section 6.22Post-Closing Deliveries

Borrower shall, and shall cause each Subsidiary of the Borrower to, (a) deliver to the Administrative Agent each item set forth on Schedule 6.22 in form and substance reasonably satisfactory to the Administrative Agent and (b) perform each action set forth in Schedule 6.22 in a manner reasonably satisfactory to the Administrative Agent, in each case (x) within the periods set forth opposite each such item or action on such Schedule and (y) unless otherwise agreed by the Administrative Agent in respect of any such item or action.

Section 6.23Further Assurances

(a)To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Grantor Parties after the Closing Date), the Borrower agrees promptly to do, or cause each Grantor Party (and, to the extent deemed by either Agent to be necessary or appropriate to consummate the transactions contemplated in this Section 6.23,each other Restricted Person) to do, each of the following, unless otherwise agreed by each Agent:

(i)deliver to the Administrative Agent such duly executed supplements and amendments to the Guaranty (or, in the case of any Grantor Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to each Agent and as either Agent deems necessary or advisable in order to ensure that (A) each Grantor Party and (B) each Subsidiary of any Grantor Party that has guaranteed indebtedness owing under any Senior Facility Document or indebtedness permitted pursuant to Section 6.8(e) (Indebtedness) hereunder guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however,that in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations, unless the Borrower and the Administrative Agent otherwise agree;

(ii)deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge Agreement, the Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Grantor Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to each Agent and as either Agent deems necessary or advisable in order to:

(A) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable security interest (junior only to

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the liens and security interests permitted pursuant to clauses (a)(ii) and (b) of Section 6.7 (Encumbrances))in the Capital Stock and other debt securities owned by (1) each Grantor Party and (2) each Subsidiary of any Grantor Party that has granted (and then only to the extent of such grant) a security interest in such Capital Stock or other debt securities to secure indebtedness owing under any Senior Facility Document or indebtedness permitted pursuant to Section 6.8(e) (Indebtedness) hereunder; and

(B) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable security interest (junior only to the liens and security interests permitted pursuant to clauses (a)(ii) and (b) of Section 6.7 (Encumbrances))in all property interests and other assets of any Loan Party, any Subsidiary of (1) each Grantor Party and (2) each Subsidiary of any Grantor Party that has granted (and then only to the extent of such grant) a security interest in any such property interests or other assets to secure indebtedness owing under any Senior Facility Document or indebtedness permitted pursuant to Section 6.8(e) (Indebtedness) hereunder;

provided, however,that, in no event shall (x) any Grantor Party, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (y) any assets of any Excluded Foreign Subsidiary be required to be pledged, in either case unless (t) the Borrower and the Administrative Agent otherwise agree.

(b)At the request of the Administrative Agent at any time and from time to time, each Grantor Party shall, at its expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments (including promissory notes evidencing intercompany indebtedness owed by or owed to GIFL), and do or cause to be done such further acts as may be necessary or proper to evidence, perfect, maintain and enforce the security interests and the priority thereof in the Collateral and to otherwise effectuate the provisions or purposes of this Agreement or any of the other Loan Documents.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.1Events of Default

The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default,”and collectively as “Events of Default”:

(a)any Loan Party fails to pay when due any of the Obligations (other than interest or fees due hereunder);

(b)any Loan Party fails to pay any interest or fees within three days after such interest or fees become due hereunder;

(c)any Loan Party fails to perform any of the terms, covenants, conditions or provisions contained in this Agreement or any of the other Loan Documents and:

(i)such failure shall continue for 10 Business Days; provided, however, that, such 10 Business Day period shall not apply in the case of (A) any failure to perform a term, covenant, condition or provision that results in the occurrence of an

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Event of Default addressed in any other provision or paragraph of this Section 7.1, (B) any failure to perform any such term, covenant, condition or provision that has been the subject of two previous failures within the prior twelve-month period or (C) an intentional breach by any Loan Party of such term, covenant, condition or provision; and

(ii)with respect to a breach of the covenant set forth in Section 5.1 (Minimum EBITDA) and Section 5.2 (Minimum Tangible Net Worth),such breach shall not be deemed an Event of Default if (A) such breach arises from either (1) a failure to meet the minimum EBITDA amount set forth in Section 5.1 (Minimum EBITDA) by no more than $5,000,000 or (2) a failure to meet the minimum Tangible Net Worth amount set forth in Section 5.2 (Minimum Tangible Net Worth) by no more than $7,500,000 and (B) within 30 days (which period may not be extended by any other cure period provided for in this Agreement) of the date of such failure any one or more Questor Funds or one or more Affiliates of the Questor Funds shall have (1) executed and delivered, or arranged to have issued, to the Lenders, a guaranty (provided, however,that if any Affiliate of a Questor Fund, rather than a Questor Fund is issuing a guaranty, such Affiliate must be acceptable to each Agent) with respect to the Obligations, irrevocable standby letter of credits issued for the benefit of the Lenders or other such credit support, in each case that shall be in form and substance satisfactory to each Agent and furthermore, in the case of a letter of credit, be issued by a bank acceptable to each Agent, and shall continue in full force and effect, without decrease, until such time as the Obligations are indefeasibly paid in full or (2) provide to the Borrower cash as a capital contribution or on a subordinated (in a manner satisfactory to each Agent) indebtedness basis, in either case for an amount equal to the absolute difference between (I) the covenanted minimum EBITDA amount and the actual EBITDA amount then reported pursuant to Section 5.1 (Minimum EBITDA) or (II) the covenanted minimum Tangible Net Worth amount and the actual Tangible Net Worth amount then reported pursuant to Section 5.2 (Minimum Tangible Net Worth),as the case may be (the “Breach Amount”); provided, however, that in the event of a subsequent such breach of either Section 5.1 (Minimum EBITDA) or Section 5.2 (Minimum Tangible Net Worth), such breach shall not be an Event of Default if within the same time period as set forth in this clause (ii) such Persons take any of the actions described in clauses (1) or (2) above for the amount that the subsequent Breach Amount exceeds the prior Breach Amount;

(d)any representation, warranty or statement of fact made by any Loan Party to any Secured Party in this Agreement, the other Loan Documents or any other agreement, schedule, confirmatory assignment or otherwise shall when made or deemed made be false or misleading in any material respect;

(e)any Secured Party grants or suffers to exist, or purports to grant or suffer to exist, a lien, security interest or other encumbrance on the GIFL US Intercompany Obligations other than (i) in favor of the US Senior Secured Parties to secure indebtedness under the US Senior Facility and (ii) in favor of the Secured Parties;

(f)any Loan Party revokes or terminates any of the terms, covenants, conditions or provisions of any guaranty, endorsement or other agreement of such party in favor of any Secured Party;

(g)any judgment for the payment of money is rendered against any Loan Party in excess of $2,500,000 in any one case or in excess of $5,000,000 in the aggregate and

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shall remain undischarged or unvacated for a period in excess of 30 days or execution shall at any time not be effectively stayed, or any material judgment other than for the payment of money, or injunction, attachment, garnishment or execution is rendered against any Loan Party or any of their assets;

(h)any Loan Party, which is a partnership, limited liability company, limited liability partnership or corporation, dissolves or suspends or discontinues doing business;

(i)any Loan Party becomes unable generally to pay its debts as they become due, makes an assignment for the benefit of creditors, makes or sends notice of a bulk transfer or calls a meeting of its creditors or principal creditors;

(j)a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed against any Loan Party or all or any part of its properties and any Loan Party shall file any answer admitting or not contesting such petition or application or indicates its consent to, acquiescence in or approval of, any such action or proceeding or such petition or application is not dismissed within 90 days after the date of its filing or the relief requested is granted sooner;

(k)a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at a law or equity) is filed by any Loan Party or for all or any part of any Loan Party’s property;

(1)any default by any Loan Party under any agreement, document or instrument relating to any indebtedness for borrowed money other than any Loan Document, or any capitalized lease obligations, contingent indebtedness in connection with any guaranty, letter of credit, indemnity or similar type of instrument in favor of any Person other than the Secured Parties, in any case in an amount in excess of $2,500,000, which default continues for more than the applicable cure period, if any, with respect thereto;

(m)an ERISA Event shall occur which results in or could reasonably be expected to result in liability of any Loan Party in an aggregate amount in excess of $500,000;

(n)any Change of Control shall occur;

(o)the indictment by any Governmental Authority, or as either Agent may reasonably and in good faith determine, the threatened indictment by any Governmental Authority of any Loan Party of which any Loan Party, or either Agent receives notice, in either case, as to which there is a reasonable possibility of an adverse determination, in the good faith determination of either Agent, under any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against any Loan Party, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of $500,000 or (ii) any other property of such Loan Party that is necessary or material to the conduct of its business;

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(p)any “Event of Default” shall occur under any Senior Facility Document, any UK Loan Document or any other agreement, document, note and/or instrument executed or delivered in connection therewith;

(q)without the prior written consents of each Agent, which consents shall not be unreasonably withheld, the Borrower or any Subsidiary of the Borrower (other than the Guarantors or the UK Borrower), in connection with sales of all or substantially all the assets of a Subsidiary of the Borrower (other than the Guarantors or the UK Borrower) or sales of all the Capital Stock of a Subsidiary of the Borrower (other than the Guarantors or the UK Borrower), sells or agrees to sell assets or Capital Stock having a fair market value in excess of $10,000,000 in the aggregate at any time during the term of this Agreement; or

(r)there shall occur an event of default under any of the other Loan Documents.

Section 7.2Remedies

During the continuance of any Event of Default, the Administrative Agent may and, at the request of the Requisite Lenders, shall, by notice to the Borrower, declare the Loans, all interest thereon and all other amounts and Obligations payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that upon the occurrence of the Events of Default specified in clause (i) or (j) of Section 7.1 (Events of Default), the Loans, all such interest and all such amounts and Obligations shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. In addition to the remedies set forth above, the Administrative Agent may, subject to the terms of the Intercreditor Agreements, exercise any remedies provided for by the Collateral Documents in accordance with the terms thereof or any other remedies provided by applicable law.

ARTICLE VIII

THE AGENTS

Section 8.1Authorization and Action

(a)Each Lender hereby appoints CNAI as the Administrative Agent hereunder and each Lender authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver the Intercreditor Agreements on behalf of each Lender, to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents and, in the case of the Collateral Documents, to act as agent for the Lenders and the other Secured Parties under such Collateral Documents. Each Lender hereby appoints Bear Stearns Corporate Lending Inc. as Syndication Agent, and each Lender hereby authorizes the Syndication Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are

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delegated to the Syndication Agent thereunder and to exercise such powers as are reasonably incidental thereto.

(b)As to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to personal liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Documents.

(c)In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except as provided in Section 2.5 (Evidence of Debt))and its duties are entirely administrative in nature. The Administrative Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein and in the other Loan Documents or any other relationship as the agent, fiduciary or trustee of or for any Lender or holder of any other Obligation. The Administrative Agent may perform any of its duties under any Loan Document by or through its agents or employees.

(d)Duties of Certain Agents.  Notwithstanding anything to the contrary contained in this Agreement, the Syndication Agent is a Lender designated as ‘Syndication Agent’ for title purposes only and in such capacity shall have no obligations or duties whatsoever under this Agreement or any other Loan Document to any Loan Party, any Lender or any Issuer and shall have no rights separate from its rights as a Lender except as expressly provided in this Agreement.

Section 8.2Agents’ Reliance, Etc.

No Agent, Affiliate of either Agent or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.5 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Loan Party or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of any Restricted Person or any of Subsidiary of any Restricted Person in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Restricted Person or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to

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any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Section 8.3Agents Individually

With respect to its Ratable Portion, each Agent that is a Lender shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms “Lenders”, “Requisite Lenders”and any similar terms shall, unless the context clearly otherwise indicates, include, without limitation, each Agent in its individual capacity as a Lender or as one of the Requisite Lenders. Each Agent and each of its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with, any Restricted Person as if such Agent were not acting as Agent.

Section 8.4Lender Credit Decision

Each Lender acknowledges that it shall, independently and without reliance upon either Agent or any other Lender conduct its own independent investigation of the financial condition and affairs of each Restricted Person in connection with the making and continuance of the Loans. Each Lender also acknowledges that it shall, independently and without reliance upon either Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Loan Documents.

Section 8.5Indemnification

Each Lender agrees to indemnify each Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from and against such Lender’s aggregate Ratable Portion of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, such Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Loan Documents or any action taken or omitted by such Agent under this Agreement or the other Loan Documents; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or such Affiliate’s gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to reimburse each Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this

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Agreement or the other Loan Documents, to the extent that such Agent is not reimbursed for such expenses by the Borrower or another Loan Party.

Section 8.6Successor Administrative Agent

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article VIII as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Section 8.7Concerning the Collateral and the Collateral Documents

(a)Each Lender agrees that any action taken by either Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by either Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any other Loan Party or any of their Subsidiaries, (iii) act as collateral agent for the Lenders and the other Secured Parties for purposes of the perfection of all security interests and liens created by such agreements and all other purposes stated therein; provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Administrative Agent and the Lenders for purposes of the perfection of all security interests and liens with respect to the Collateral, including any deposit accounts maintained by any Loan Party with, and cash and Cash Equivalents held by, such Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the

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Administrative Agent, the Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise.

(b)Each Lender hereby consents to the release and directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) any lien held by the Administrative Agent for the benefit of the Lenders against any of the following:

(i)all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable;

(ii)any assets that are subject to a replacement lien permitted by Section 6.7(h) (Encumbrances) or to a lien permitted by Section 6.7(g) (Encumbrances);and

(iii)any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement).

Each of the Lenders hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release liens and to be released pursuant to this Section 8.7 promptly upon the effectiveness of any such release.

ARTICLE IX

MISCELLANEOUS

Section 9.1Amendments, Waivers, Etc.

(a)No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) nor consent to any departure by any Restricted Person therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of an amendment, modification or supplement to cure any typographical error, ambiguity, omission, defect or inconsistency that does not materially adversely affect the rights of any Lender, signed by the Administrative Agent and the Borrower, (y) in the case of any such waiver or consent, signed by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and by the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, in addition to the Administrative Agent (or the Administrative Agent with the consent thereof), do any of the following:

(i)waive any condition specified in Section 3.1 (Conditions Precedent to Initial Loans), subject to the provisions of Section 3.2 (Determinations of Initial Borrowing Conditions);

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(ii)increase the Commitment of such Lender or subject such Lender to any additional obligation;

(iii)extend the scheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any scheduled date fixed for the payment or reduction (or waive any such payment) of principal, interest or fees owing to such Lender (it being understood that Section 2.7 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment;

(iv)reduce, or release the Borrower from its obligations to repay, the principal amount of any Loan owing to such Lender (other than by the payment or prepayment thereof);

(v)reduce the rate of interest on any Loan outstanding and owing to such Lender or any fee payable hereunder to such Lender;

(vi)change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;

(vii)release all or substantially all of the Collateral except as provided in Section 8.7(b) (Concerning the Collateral and the Collateral Documents) or release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its obligations under the Guaranty except in connection with the sale or other disposition of a Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement); or

(viii)amend Section 8.7(b) (Concerning the Collateral and the Collateral Documents), this Section 9.1 or either definition of the terms “Requisite Lenders” or “Ratable Portion”;

provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 9.2(e) (Assignments and Participations) affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder, (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents and (z) no amendment, waiver or consent shall, unless in writing and signed by the Syndication Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Syndication Agent under this Agreement or the other Loan Documents.

(b)The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

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Section 9.2Assignments and Participations

(a)Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Loans); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Loans and Commitment, such assignment shall cover the same percentage of such Lender’s Loans and Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent (which consents shall not be unreasonably withheld or delayed).

(b)The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, (ii) the Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by notation in the Register and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

(c)The Administrative Agent shall maintain at its address referred to in Section 9.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and shall record in the Register the names and addresses of the Lenders and the principal amount of the Loans owing to each Lender from time to time. Any assignment pursuant to this Section 9.2 shall not be effective until such assignment is recorded in the Register.

(d)Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record or cause to be recorded the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent new Notes to the order of such assignee in an amount equal to the Commitments and Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Commitments or Loans hereunder, new Notes to the order of the assigning Lender in an amount

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equal to the Commitments and Loans retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit B (Form of Note).

(c)In addition to the other assignment rights provided in this Section 9.2, each Lender may do the following:

(i)grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder; provided, however,that (x) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (y) such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes hereunder; and

(ii)assign, as collateral or otherwise, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) without notice to or consent of the Administrative Agent or the Borrower, any Federal Reserve Bank (pursuant to Regulation A of the Federal Reserve Board) and (B) without consent of the Administrative Agent or the Borrower, (1) any holder of, or trustee for the benefit of, the holders of such Lender’s Securities and (2) any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above;

provided, however, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above and except, in the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure is made in compliance with the other provisions of this Section 11.2 other than this clause (e) or clause (f) below. Each party hereto acknowledges and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, such party shall not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (e) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). The terms of the designation of, or assignment to, such Special Purpose Vehicle shall not restrict such Lender’s ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this Agreement or any other Loan Document or to the departure by the Borrower from any provision of this Agreement or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agent and the Lenders and other Secured Parties shall continue to, and shall be entitled to continue to, deal solely and directly with such Lender in connection with such Lender’s obligations under this Agreement, to the extent any such consent would reduce the principal amount of, or the rate of interest on, any Obligations, amend this clause (e) or postpone any scheduled date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of Sections 2.13 (Capital Adequacy) and 2.14 (Taxes) and of 2.12(d) (Illegality) as if it were such Lender; provided, however, that anything

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herein to the contrary notwithstanding, no Borrower shall, at any time, be obligated to make under Section 2.13 (Capital Adequacy), 2.14 (Taxes) or 2.12(d) (Illegality) to any such Special Purpose Vehicle and any such Lender any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder; and provided, further, that such Special Purpose Vehicle shall have no direct right to enforce any of the terms of this Agreement against the Borrower, the Administrative Agent or the other Lenders.

(f)Each Lender may sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Loans). The terms of such participation shall not, in any event, require the participant’s consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 8.7(b) (Concerning the Collateral and the Collateral Documents). In the event of the sale of any participation by any Lender, (w) such Lender’s obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Sections 2.13 (Capital Adequacy) and 2.14 (Taxes) and of Section 2.12(d) (Illegality) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make under Section 2.13 (Capital Adequacy), 2.14 (Taxes) or 2.12(d) (Illegality) to the participants in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold; and provided, further, that such participant in the rights and obligations of such Lender shall have no direct right to enforce any of the terms of this Agreement against the Borrower, the Administrative Agent or any other Secured Party.

Section 9.3Costs and Expenses

(a)The Borrower agrees upon demand to pay, or reimburse the Administrative Agent for, all of the Administrative Agent’s reasonable internal and external audit, legal, appraisal, valuation and field examination, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including, without limitation, the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, Weil, Gotshal & Manges LLP, local legal counsel, auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents) incurred by the Administrative Agent in connection with any of the following: (i) the Administrative Agent’s audit and investigation of the Restricted Persons and their Subsidiaries in connection with the preparation, negotiation or execution of any Loan Document or the Administrative Agent’s periodic audits of the Restricted Persons or any of their

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Subsidiaries, as the case may be, (ii) the preparation, negotiation, execution or interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (iii) the creation, perfection or protection of the liens under any Loan Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (v) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to the Obligations, any Restricted Person, any Subsidiary of any Restricted Person, this Agreement or any other Loan Document, UK Loan Document or Senior Facility Document, (vii) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the Obligations, any Restricted Person, any Subsidiary of any Restricted Person, this Agreement or any other Loan Document, UK Loan Document or Senior Facility Document or (viii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation, and execution of the same.

(b)The Borrower further agrees to pay or reimburse each Agent and each Lender upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by such Agent or such Lender in connection with any of the following: (i) in enforcing any Loan Document or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, any Restricted Person, any Subsidiary of any Restricted Person and related to or arising out of the transactions contemplated hereby or by any other Loan Document, UK Loan Document or Senior Facility Document or (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above.

Section 9.4Indemnities

(a)The Borrower agrees to indemnify and hold harmless each Agent, each Arranger and each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder

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or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, any Disclosure Document, UK Loan Document or Senior Facility Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 9.4 to an Indemnitee with respect to any Indemnified Matter that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

(b)The Borrower shall indemnify each Agent, each Arranger and each Lender for, and hold each Agent, each Arranger and each Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against either Agent, either Arranger or any Lender for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Restricted Person or any Subsidiary of any Restricted Person in connection with the transactions contemplated by this Agreement.

(c)The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 9.4) or any other Loan Document shall (i) survive payment in full of the Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.

Section 9.5Limitation of Liability

The Borrower agrees that no Indemnitee shall have any liability (whether in contract, tort or otherwise) to any Restricted Person or any Subsidiary of any Restricted Person or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Loan Documents, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). The Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 9.6Right of Set-off

Upon the occurrence and during the continuance of any Event of Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or its Affiliates to or for the credit or the account of the Borrower against any and all of the Obligations now or hereafter existing whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and even though such Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off

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and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 9.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have.

Section 9.7Sharing of Payments, Etc.

(a)If any Lender (directly or through an Affiliate thereof) obtains any payment (whether voluntary or involuntary) of the Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 9.3 (Costs and Expenses) or 9.4 (Indemnities) or otherwise receives any Collateral or proceeds thereof (in each case whether or not through the exercise of any right of set-off (including pursuant to Section 9.6 (Right of Set-Off)) hut other than payments pursuant to Section 2.12 (Special Provisions Governing Eurodollar Rate Loans), 2.13 (Capital Adequacy) or 2.14 (Taxes)) in excess of its Ratable Portion of all payments of such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in their Loans or other Obligations as shall be necessary to cause such Purchasing Lender to share the excess payment ratably with each of them.

(b)If all or any portion of any payment received by a Purchasing Lender is thereafter recovered from such Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender’s ratable share (according to the proportion of (i) the amount of such Selling Lender’s required repayment in relation to (ii) the total amount so recovered from the Purchasing Lender) of any interest or other amount paid or payable by the Purchasing Lender in respect of the total amount so recovered.

(c)The Borrower agrees that any Purchasing Lender so purchasing a participation from a Selling Lender pursuant to this Section 9.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 9.8Notices, Etc.

(a)Addresses for Notices.  All notices, demands, requests and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified as follows;

(i)if to the Borrower:

GEOLOGISTICS CORPORATION

1251 East Dyer Road, Suite 200

Santa Ana, CA 92705

Attention:

Telecopy no:

E-Mail Address:

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(ii)if to any Lender, at its Domestic Lending Office specified opposite its name on Schedule II or on the signature page of any applicable Assignment and Acceptance;

(iii)if to the Administrative Agent:

CITICORP NORTH AMERICA, INC.

390 Greenwich Street

New York, New York 10013

Attention: Mr. Rob Ziemer, Director

Telecopy no: (212)723-8547

E-Mail Address: rob.ziemer@citigroup.com

with a copy to:

WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue

New York, New York 10153-0119

Attention: Daniel S. Dokos

Telecopy no: (212) 310-8007

E-Mail Address: daniel.dokos@weil.com

(iv)if to the Syndication Agent:

BEAR STEARNS CORPORATE LENDING INC.

383 Madison Avenue

New York, NY 10179

Attention: Stephen J. Kampf

Telecopy no: (917) 849-2127

E-Mail Address: skampf@bear.com

or at such other address as shall be notified in writing (x) in the ease of the Borrower and the Administrative Agent, to the other parties and (y) in the case of all other parties, to the Borrower and the Administrative Agent.

(b)Effectiveness of Notices.  All notices, demands, requests, consents and other communications described in clause (a) above shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails, (iii) if delivered by posting to an Internet website or a similar telecommunication device requiring a user prior access to such website or other device, when such notice, demand, request, consent or other communication shall have been made generally available on such Internet website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality), provided, however, that this clause (b)(iii) shall only apply to notices to Lenders, and (iv) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic

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delivery) as provided in clause (a) above; provided, however,that notices and communications to the Administrative Agent pursuant to Article II (The Facilities) or Article VIII (The Administrative Agent) shall not be effective until received by the Administrative Agent.

Section 9.9No Waiver; Remedies

No failure on the part of any Lender or either Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 9.10Binding Effect

This Agreement shall become effective when it shall have been executed by the Borrower and each Agent and when the Administrative Agent shall have been notified by each Lender that such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and, in each case, their respective successors and assigns; provided, however,that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 9.11Governing Law

This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 9.12Submission to Jurisdiction; Service of Process

(a)Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b)The Borrower hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the Borrower at its address specified in Section 9.8 (Notices, Etc.).  The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)Nothing contained in this Section 9.12 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Restricted Person or Subsidiary of any Restricted Person in any other jurisdiction.

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(d)If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Section 9.13Waiver of Jury Trial

EACH OF THE AGENTS, THE LENDERS AND THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

Section 9.14Marshaling; Payments Set Aside

No Agent or Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to either Agent or any Lender or any such Person receives payment from the proceeds of the Collateral or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 9.15Section Titles

The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection hereof immediately followed by a reference in parenthesis to the title of the Section containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire Section; provided, however,that, in case of direct conflict between the reference to the title and the reference to the number of such Section, the reference to the title shall govern absent manifest error. If any reference to the number of a Section (but not to any clause, sub-clause or subsection thereof) is followed immediately by a reference in parenthesis to the title of a Section, the title reference shall govern in case of direct conflict absent manifest error.

Section 9.16Execution in Counterparts

This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually

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executed counterpart hereof. A set of the copies of this Agreement signed by all parties shall be lodged with the Borrower and the Administrative Agent.

Section 9.17Entire Agreement

This Agreement, together with all of the other Loan Documents and all certificates and documents delivered hereunder or thereunder, embodies the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern.

Section 9.18Confidentiality

Each Lender and Agent shall use all reasonable efforts to keep information obtained by it pursuant hereto and the other Loan Documents confidential in accordance with such Lender’s or Agent’s, as the case may be, customary practices and agrees that it shall only use such information in connection with the transactions contemplated by this Agreement and not disclose any such information other than (a) to such Lender’s or Agent’s, as the case may be, employees, representatives and agents that are or are expected to be involved in the evaluation of such information in connection with the transactions contemplated by this Agreement and are advised of the confidential nature of such information, (b) to the extent such information presently is or hereafter becomes available to such Lender or Agent, as the case may be, on a non-confidential basis from a source other than the Borrower, any other Restricted Person or any Subsidiary of any Restricted Person, (c) to the extent disclosure is required by law, regulation or judicial order or requested or required by bank regulators or auditors or (d) to current or prospective assignees, participants and Special Purpose Vehicles grantees of any option described in Section 9.2(e) (Assignments and Participations) and their respective legal or financial advisors, in each case and to the extent such assignees, participants or grantees agree to be bound by, and cause their advisors to comply with, the provisions of this Section 9.18.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

GEOLOGISTICS CORPORATION as Borrower
By:	/s/ Stephen P. Bishop
	Name:	Stephen P. Bishop
	Title:	EVP & CFO

[SIGNATURE PAGE TO GEOLOGISTICS CREDIT AGREEMENT]

CITICORP NORTH AMERICA, INC.
as Administrative Agent and Lender
By:	/s/ Rob Ziemer
	Name:	Rob Ziemer
	Title:	Vice President

[SIGNATURE PAGE TO GEOLOGISTICS CREDIT AGREEMENT]

BEAR STEARNS CORPORATE LENDING INC.
as Syndication Agent and Lender
By:	/s/ Victor Bulzacchelli
	Name:	VICTOR BULZACCHELLI
	Title:	VICE PRESIDENT

[SIGNATURE PAGE TO GEOLOGISTICS CREDIT AGREEMENT]

TABLE OF CONTENTS

SCHEDULES

Schedule I	-	Commitments
Schedule II	-	Applicable Lending Offices and Addresses for Notices
Schedule 1.1	-	Permitted Holders
Schedule 4.1	-	Organizational Chart
Schedule 4.5	-	Litigation
Schedule 4.7	-	Environmental
Schedule 4.8	-	ERISA
Schedule 4.9	-	Intellectual Property
Schedule 4.10	-	Subsidiaries
Schedule 4.11	-	Labor
Schedule 4.12	-	Restriction on Subsidiaries
Schedule 4.13	-	Material Contracts
Schedule 6.6	-	Permitted Dispositions
Schedule 6.7	-	Existing liens
Schedule 6.8(f)	-	Existing indebtedness
Schedule 6.9(c)	-	Existing intercompany indebtedness
Schedule 6.9(j)	-	Existing investments
Schedule 6.19	-	Deposit accounts
Schedule 6.22	-	Post-Closing Deliveries

EXHIBITS

Exhibit A	-	Form of Assignment and Acceptance
Exhibit B	-	Form of Note
Exhibit C	-	Form of Notice of Borrowing
Exhibit D	-	Form of Notice of Conversion or Continuation
Exhibit E	-	Form of Opinion of Counsel for the Loan Parties
Exhibit F	-	Form of Guaranty
Exhibit G	-	Form of Security Agreement
Exhibit H	-	Form of Pledge Agreement
Exhibit I	-	Form of UK Intercreditor Agreement
Exhibit J	-	Form of US Intercreditor Agreement
Exhibit K	-	Form of Compliance Certificate

i

EX-4.13

Exhibit 4.13

AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

by and among

CONGRESS FINANCIAL CORPORATION (WESTERN)
as Lender

and

MATRIX INTERNATIONAL LOGISTICS, INC.,
GEOLOGISTICS AMERICAS INC.,
AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC.
and
LEP FAIRS INC.

collectively, as Borrowers
Dated: November 7, 2001

[To come]

i

7.6	Access to Premises
SECTION 8.	REPRESENTATIONS AND WARRANTIES
8.1	Corporate/Company Existence, Power and Authority; Subsidiaries
8.2	Financial Statements; No Material Adverse Change
8.3	Name; State of Organization; Chief Executive Office; Collateral Locations
8.4	Priority of Liens; Title to Properties
8.5	Tax Returns
8.6	Litigation
8.7	Compliance with Other Agreements and Applicable Laws
8.8	Environmental Compliance
8.9	Employee Benefits
8.10	Intellectual Property
8.11	Subsidiaries; Affiliates; Capitalization; Solvency
8.12	Labor Disputes
8.13	Restrictions on Subsidiaries
8.14	Material Contracts
8.15	Accuracy and Completeness of Information
8.16	Survival of Warranties; Cumulative
SECTION 9.	AFFIRMATIVE AND NEGATIVE COVENANTS
9.1	Maintenance of Existence
9.2	New Collateral Locations
9.3	Compliance with Laws, Regulations, Etc
9.4	Payment of Taxes and Claims
9.5	Insurance
9.6	Financial Statements and Other Information
9.7	Sale of Assets, Consolidation, Merger, Dissolution, Etc
9.8	Encumbrances
9.9	Indebtedness
9.10	Loans, Investments, Etc
9.11	Dividends and Redemptions; Management Fees; Reimbursement
9.12	Transactions with Affiliates

ii

9.13	Compliance with ERISA
9.14	End of Fiscal Years, Fiscal Quarters
9.15	Change in Business
9.16	Limitation of Restrictions Affecting Subsidiaries
9.17	License Agreements
9.18	Financial Consultant
9.19	Minimum Total Excess Availability
9.20	Minimum EBITDA
9.21	Minimum Tangible Net Worth
9.22	Costs and Expenses
9.23	Further Assurances
SECTION 10.	EVENTS OF DEFAULT AND REMEDIES
10.1	Events of Default
10.2	Remedies
SECTION 11.	JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW
11.1	Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver
11.2	Waiver of Notices
11.3	Amendments and Waivers
11.4	Waiver of Counterclaims
11.5	Indemnification
SECTION 12.	TERM OF AGREEMENT; MISCELLANEOUS
12.1	Term
12.2	Interpretive Provisions
12.3	Notices
12.4	Partial Invalidity
12.5	Successors
12.6	Entire Agreement
12.7	Publicity
12.8	Confidential Information
12.9	Counterparts, Etc

iii

12.10	Amended and Restated Agreement; Reference to and Effect on Financing Agreements
12.11	Estoppel
12.12	Waiver of Certain Events of Default
SECTION 13.	JOINT AND SEVERAL LIABILITY AND SURETYSHIP WAIVERS
13.1	Independent Obligations; Subrogation
13.2	Authority to Modify Obligations and Security
13.3	Waiver of Defenses
13.4	Exercise of Lender’s Rights
13.5	Additional Waivers
13.6	Additional Indebtedness
13.7	Notices, Demands, Etc
13.8	Revival
13.9	Understanding of Waivers

iv

AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated November 7, 2001 is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”), MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation (“MIL”), GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC., a New York corporation (“ACT”), and LEP FAIRS INC., a Georgia corporation (“LEP”, and together with MIL, GLA and ACI, sometimes collectively referred to herein as “Borrowers” and individually, as a “Borrower”).

W I T N E S S E T H:

WHEREAS, Lender, MIL, GLA, Bekins Worldwide Solutions, Inc., a Delaware corporation (“BWS”) and Bekins Van Lines, LLC, a Delaware limited liability company (“BVL”), have previously entered into that certain Loan and Security Agreement dated March 23, 2000, as amended by that certain First Amendment to Loan and Security Agreement dated June 21, 2000, that certain Second Amendment to Loan and Security Agreement dated October 26, 2000, that certain Third Amendment to Loan and Security Agreement dated April 3, 2001, that certain Fourth Amendment to Loan and Security Agreement dated May 4, 2001 and by that certain Fifth Amendment to Loan and Security Agreement dated June 28, 2001 (as amended, the “Original Loan Agreement”), pursuant to which Lender has provided certain loans and other financial accommodations to MIL, GLA, BWS and BVL; and

WHEREAS, pursuant to a separate “Amended and Restated Loan and Security Agreement”, to be entered into concurrently herewith, by and among Lender, BWS and BVL such parties shall amend and restate the agreements contained in the Original Loan Agreement as amongst themselves (the “BVL/BWS Loan Agreement”); and

WHEREAS, ACI and LEP have requested that Lender enter into certain financing arrangements with such entities pursuant to which Lender may make loans and provide other financial accommodations to such entities; and

WHEREAS, ACI and LEP are wholly-owned subsidiaries of GLA, GLA and MIL are wholly-owned subsidiaries of GeoLogistics Corporation, a Delaware corporation (“GLC”) and ACI, LEP, MIL and GLA, are inter-related entities which, collectively constitute an integrated and interdependent provider of logistics and transportation services; and

WHEREAS, the directors of Borrowers view the entities as sufficiently dependent upon each other and so inter-related that any advance made by Lender hereunder to any of the Borrowers would benefit all of the Borrowers as a result of their consolidated operations and identity of interests; and

WHEREAS, Borrowers have each requested that Lender treat them as co-borrowers hereunder, jointly and severally responsible for the obligations hereunder of each other Borrower; and

WHEREAS, Lender is willing to make such loans and provide such financial accommodations on the terms and conditions set forth herein; and

WHEREAS, Lender, MIL and GLA also wish to further amend and restate, as among themselves, the Original Loan Agreement under the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.  DEFINITIONS.

1.1“Accounts” shall mean all present and future rights of any Borrower to payment of a monetary obligation, whether or not earned by performance, which are not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred or (d) arising out of the use of a credit, charge or debit card along with all information contained on or for use with such card.

1.2“ACI” shall have the meaning set forth in the introduction hereto.

1.3“Adjusted Eurodollar Rate” shall mean, with respect to each Interest Period for any Eurodollar Rate Loan, the rate per annum (rounded upwards, if necessary, to the next one-sixteenth (1/16) of one (1%) percent) determined by dividing (a) the Eurodollar Rate for such Interest Period by (b) a percentage equal to: (i) one (1) minus (ii) the Reserve Percentage. For purposes hereof, “Reserve Percentage” shall mean the reserve percentage, expressed as a decimal, prescribed by the Board of Governors of the Federal Reserve System for determining the reserve requirement which is or would be applicable to deposits of United States dollars in a non-United States or an international banking office of Reference Bank used to fund a Eurodollar Rate Loan or any Eurodollar Rate Loan made with the proceeds of such deposit, whether or not the Reference Bank actually holds or has made any such deposits or loans. The Adjusted Eurodollar Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

1.4“Affiliate” shall mean, with respect to a specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with such Person, and without limiting the generality of the foregoing, includes (a) any Person which beneficially owns or holds ten percent (10%) or more of any class of Voting Stock of such Person or other equity interests in such Person, (b) any Person of which such Person beneficially owns or holds ten percent (10%) or more of any class of Voting Stock or in which such Person beneficially owns or holds ten percent (10%) or more of the equity interests and (c) any director or executive officer of such Person; provided that in no event shall any Affiliate of any Permitted Holder (other than GLC and any of its Subsidiaries) be considered an Affiliate of any Borrower or of GLC or any of its Subsidiaries. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and

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policies of such Person, whether through the ownership of Voting Stock, by agreement or otherwise.

1.5“Agent/Contractor Receivables” shall mean any and all Accounts of any Borrower which are to be or have been collected from the customer on behalf of such Borrower by a Representative Agent or Contractor and have not yet been remitted to any Borrower, and any and all advances made to Representative Agents or Contractors for the purpose of financing expenses incurred by such Representative Agents or Contractors in connection with the provision of services to customers of any Borrower.

1.6“Availability Reserves” shall mean, as of any date of determination, such amounts as Lender may from time to time establish and revise, in its good faith and commercially reasonable discretion, reducing the amount of Revolving Loans and Letter of Credit Accommodations which would otherwise be available to a Borrower under the lending formula(s) provided for herein: (a) to reflect events, conditions, contingencies or risks which, as reasonably determined by Lender in good faith, do or are reasonably likely to affect either (i) the Collateral or any other property which is security for the Obligations or its value or (ii) the security interests and other rights of Lender in the Collateral (including the enforceability, perfection and priority thereof) or (b) to reflect Lender’s reasonable good faith belief that any collateral report or financial information furnished by or on behalf of such Borrower or any Obligor to Lender is or may have been incomplete, inaccurate or misleading in any material respect or (c) to reflect any state of facts which Lender reasonably determines in good faith constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default. Without limiting the generality of the foregoing, an Availability Reserve shall be established by Lender from time to time in such amounts as Lender may reasonably determine to reflect (a) that Dilution as of any date with respect to the Accounts of all Borrowers for the immediately preceding twelve (12) month period or for the immediately preceding three (3) month period (whichever percentage is higher) exceeds five percent (5%), (b) any variances in the agings of accounts receivable provided to Lender pursuant to Section 7.1 hereof, (c) any unapplied cash which has not yet been applied to the Accounts, and (d) any pass through receivables or collections for shipping charges and cost of goods owed to any Borrower by the receiving party of such goods and owed by such Borrower to the shipping party of such goods.

1.7“BC” shall mean The Bekins Company, a Delaware corporation.

1.8“Blocked Account” shall have the meaning set forth in Section 6.3 hereof.

1.9“Burdale” shall mean Burdale Financial Limited, a limited company registered in England and Wales.

1.10“Business Day” shall mean any day other than a Saturday, a Sunday, or any other day on which commercial banks are authorized or required to close under the laws of the State of New York, the State of California or the State of North Carolina, or any day on which the Reference Bank and Lender are not open for the transaction of business, except that if a determination of a Business Day shall relate to any Eurodollar Rate Loans, the term Business Day shall also exclude any day on which banks are closed for dealings in dollar deposits in the London interbank market or other applicable Eurodollar Rate market.

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1.11“BVL” shall have the meaning set forth in the recitals hereto.

1.12“BVL/BWS Loan Agreement” shall have the meaning set forth in the recitals hereto.

1.13“BWS” shall have the meaning set forth in the recitals hereto.

1.14“Cash Equivalents” shall mean, at any time, (a) any evidence of Indebtedness with a maturity date of ninety (90) days or less issued or directly and fully guaranteed or insured by the United States of America of any agency or instrumentality thereof; provided, that, the full faith and credit of the United States of America is pledged in support thereof; (b) certificates of deposit or bankers’ acceptances with a maturity of ninety (90) days or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than Two Hundred Fifty Million Dollars ($250,000,000); (c) commercial paper (including variable rate demand notes) with a maturity of ninety (90) days or less issued by a corporation (except an Affiliate of any Borrower) organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-l by Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc. or at least P-l by Moody’s Investors Service, Inc.; (d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause (a) above entered into with any financial institution having combined capital and surplus and undivided profits of not less than Two Hundred Fifty Million Dollars ($250,000,000); (e) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any governmental agency thereof and backed by the full faith and credit to the United States of America, in each case maturing within ninety (90) days or less from the date of acquisition; provided, that, the terms of such agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions with Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985; and (f) investments in money market funds and mutual funds which invest substantially all of their assets in securities of the types described in clauses (a) through (e) above.

1.15“Change of Control” shall mean (a) the acquisition by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), except for one or more Permitted Holders, of beneficial ownership, directly or indirectly, of fifty percent (50%) or more of the voting power of the total outstanding Voting Stock of GLC or (b) the failure of GLC to own less than one hundred percent (100%) of the voting power of the total outstanding Voting Stock of any Borrower (other than as a result of a disposition of MIL in accordance with Section 9.7 hereof).

1.16“Capital Lease” shall mean, as applied to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, is required to be reflected as a liability on the balance sheet of such Person.

1.17“Capital Stock” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock,

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partnership interests or limited liability company interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (but excluding any debt security that is exchangeable for or convertible into such capital stock).

1.18“Code” shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

1.19“Collateral” shall have the meaning set forth in Section 5 hereof.

1.20“Collateral Access Agreement” shall mean an agreement in writing, in form and substance satisfactory to Lender, from any lessor of premises to any Borrower, or any other Person to whom any Collateral (including Inventory, Equipment, bills of lading or other documents of title) is consigned or who has custody, control or possession of any such Collateral is located, pursuant to which such lessor, consignee or other Person, inter alia, acknowledges the first priority security interest of Lender in such Collateral, agrees to waive any and all claims such lessor, consignee or other Person may, at any time, have against such Collateral, whether for processing, storage or otherwise, and agrees to permit Lender access to, and the right to remain on, the premises of such lessor, consignee or other Person so as to exercise Lender’s rights and remedies and otherwise deal with such Collateral and, in the case of any consignee or other Person who at any time has custody, control or possession of any Collateral, acknowledges that it holds and will hold possession of the Collateral for the benefit of Lender and agrees to follow all instructions of Lender with respect thereto.

1.21“Contractor” shall mean any owner/operator engaged in the transportation of household goods or other general commodities as an independent contractor who has entered into a contract (other than a Representative Agency Agreement) with a Borrower for the purpose of providing moving and related services to customers of such Borrower.

1.22“Default” shall mean an act, condition or event which with notice or passage of time or both would constitute an Event of Default.

1.23“Deposit Account Control Agreement” shall mean an agreement in writing, in form and substance satisfactory to Lender, by and among Lender, each Borrower and any bank at which any deposit account of such Borrower is at any time maintained which provides that such bank will comply with instructions originated by Lender directing disposition of the funds in the deposit account without further consent by such Borrower and such other terms and conditions as Lender may require, including as to any such agreement with respect to any Blocked Account, providing that the bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the bank will wire, or otherwise transfer, in immediately available funds, on a daily basis to the Lender Payment Account all funds received or deposited into the Blocked Accounts.

1.24“Dilution” shall mean, with respect to all Borrowers for any period, the ratio (expressed as a percentage) of (a) the aggregate amount of reductions in the Accounts of all

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Borrowers for such period other than as a result of payments in cash to (b) the aggregate amount of total sales of all Borrowers for such period.

1.25“Dollar” and “$” means dollars in the lawful currency of the United States.

1.26“EBITDA” shall mean, as to any Person (on an unconsolidated basis for each component hereof), with respect to any period, an amount equal to: (a) the Net Income of such Person for such period determined in accordance with GAAP, plus (b) depreciation, amortization and other non-cash charges (including, but not limited to, imputed interest, write down of goodwill and deferred compensation) of such Person for such period (to the extent deducted in the computation of Net Income), all in accordance with GAAP, plus (c) Interest Expense of such Person for such period (to the extent deducted in the computation of Net Income), plus (d) the Provision for Taxes for such period (to the extent deducted in the computation of Net Income), plus (e) all extraordinary losses and unusual losses related to the restructuring of the business of such Person and costs associated with the refinancing transaction contemplated by this Agreement, plus (f) minority interest.

1.27“Eligible Accounts” shall mean, with respect to any Borrower, Accounts created by such Borrower which are and continue to be acceptable to Lender based on the criteria set forth below. In general, Accounts shall be Eligible Accounts if:

(a)such Accounts comply with the terms and conditions contained in Section 7.2(b) of this Agreement;

(b)such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the account debtor may be conditional or contingent;

(c)the chief executive office of the account debtor with respect to such Accounts is located in the United States of America or Canada (provided, that, at any time promptly upon Lender’s request, such Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as may be required by Lender to perfect the security interests of Lender in those Accounts of an account debtor with its chief executive office or principal place of business in Canada in accordance with the applicable laws of the Province of Canada in which such chief executive office or principal place of business is located and take or cause to be taken such other and further actions as Lender may request to enable Lender as secured party with respect thereto to collect such Accounts under the applicable Federal or Provincial laws of Canada) or, if the chief executive office and principal place of business of the account debtor with respect to such Accounts is located other than in the United States of America or Canada, then either: (i) the account debtor has delivered to such Borrower an irrevocable letter of credit issued or confirmed by a bank satisfactory to Lender and payable only in the United States of America and in U.S. dollars, sufficient to cover such Account, in form and substance satisfactory to Lender and, if required by Lender, the original of such letter of credit has been delivered to Lender or Lender’s agent and such Borrower has complied with the terms of Section 5.2(f) hereof with respect to the assignment of the proceeds of such letter of credit to Lender or naming Lender as transferee beneficiary thereunder, as Lender may specify, or (ii) such Account is subject to credit insurance payable to Lender issued

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by an insurer and on terms and in an amount acceptable to Lender, or (iii) such Account is otherwise acceptable in all respects to Lender (subject to such lending formula with respect thereto as Lender may determine);

(d)such Accounts do not consist of progress billings (such that the obligation of the account debtors with respect to such Accounts is conditioned upon such Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and hold invoices, if Lender shall have received an agreement in writing from the account debtor, in form and substance satisfactory to Lender, confirming the unconditional obligation of the account debtor to take the goods or services related thereto and pay such invoice;

(e)the account debtor with respect to such Accounts has not asserted a counterclaim, cargo claim, defense or dispute and does not have, and has not engaged in transactions which may reasonably be expected to give rise to, any right of setoff against such Accounts (but the portion of the Accounts of such account debtor in excess of the amount at any time and from time to time owed by such Borrower to such account debtor or claimed owed by such account debtor may be deemed Eligible Accounts);

(f)there are no facts, events or occurrences which would impair the validity or enforceability of or otherwise the legal right to collect such Accounts or would give the account debtor of such Accounts the legal right to reduce the amount payable or delay payment thereunder;

(g)such Accounts are subject to the first priority, valid and perfected security interest of Lender and any goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any liens except those permitted in this Agreement;

(h)neither the account debtor nor any officer or employee of the account debtor with respect to such Accounts is an officer, employee or agent of or affiliated with any Borrower directly or indirectly by virtue of ownership, control, management or otherwise;

(i)the account debtors with respect to such Accounts are not any foreign government;

(j)the account debtors with respect to such Accounts are not the United States of America, a State, political subdivision, department, agency or instrumentality thereof unless either (i) no more than the amount specified by the Borrowers as of the most recently preceding month end (provided that such amount, together with the amount then specified by BVL and BWS pursuant to Section 1.24(j) of the BVL/BWS Loan Agreement shall not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000)) of the aggregate amount of Loans available to be advanced against such Accounts are outstanding or (ii) the Federal Assignment of Claims Act of 1940, as amended or any similar State or local law, if applicable, has been complied with in a manner satisfactory to Lender;

(k)such Accounts of a single account debtor do not constitute more than ten percent (10%) of all otherwise Eligible Accounts (but the portion of the Accounts not in excess of such percentage may be deemed Eligible Accounts);

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(1)such Accounts are not owed by an account debtor who has Accounts unpaid more than ninety (90) days after the date of the original invoice for them which constitute more than fifty percent (50%) of the total Accounts of such account debtor;

(m)such Accounts are owed by an account debtor whose total Indebtedness to such Borrower does not exceed the credit limit with respect to such account debtor as determined by Lender from time to time and communicated in writing to the Borrowers prior to the date of determination of Eligible Accounts (but the portion of the Accounts not in excess of such credit limit may be deemed Eligible Accounts);

(n)such Accounts do not consist of Agent/Contractor Receivables;

(o)such Accounts do not arise from the rendition of services by a Person other than such Borrower or on behalf of such Borrower;

(p)the account debtor is not located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Borrower to seek judicial enforcement in such State of payment of such Account, unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year or such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost; and

(q)such Accounts are owed by account debtors deemed creditworthy at all times by Lender, as determined by Lender.

Any Accounts which are not Eligible Accounts shall nevertheless be part of the Collateral.

1.28“Eligible Billed Accounts” shall mean, with respect to any Borrower, Eligible Accounts which arise from the actual and bona fide rendition of services by such Borrower in the ordinary course of its business which services are completed in accordance with the terms and provisions contained in any documents related thereto and for which invoices have been generated by Borrower and billed to the account debtor thereof; provided that, no such Eligible Account shall be deemed an Eligible Billed Account if such Account remains unpaid more than ninety (90) days after the date of the original invoice for it. Any Accounts which are not Eligible Billed Accounts shall nevertheless be part of the Collateral.

1.29“Eligible Unbilled Accounts” shall mean, with respect to any Borrower, Eligible Accounts which arise from the actual and bona fide rendition of services by such Borrower in the ordinary course of its business which services are completed in accordance with the terms and provisions contained in any documents related thereto and for which invoices have not yet been generated by such Borrower and billed to the account debtor thereof; provided that, no such Eligible Account shall be deemed an Eligible Unbilled Account if such Account remains unbilled more than thirty (30) days after the completion of the services giving rise thereto. Any Accounts which are not Eligible Unbilled Accounts shall nevertheless be part of the Collateral.

1.30“Environmental Laws” shall mean all federal, state, district, local and foreign laws, rules, regulations, ordinances, and consent decrees relating to health, safety, hazardous substances, pollution and environmental matters, as now or at any time hereafter in effect,

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applicable to a Borrower’s business and facilities (whether or not owned by it), including laws relating to emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic or dangerous substances, materials or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals, or hazardous, toxic or dangerous substances, materials or wastes.

1.31“Equipment” shall mean all of any Borrower’s now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment and computer hardware and software, whether owned or licensed, and including embedded software, vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.

1.32“ERISA” shall mean the United States Employee Retirement Income Security Act of 1974, as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

1.33“ERISA Affiliate” shall mean any person required to be aggregated with any Borrower or any of its affiliates under Sections 414(b), 414(c), 414(m) or 414(o) of the Code.

1.34“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan; (b) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401 (a)(29) of the Code or Section 307 of ERISA; (c) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412 of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the occurrence of a “prohibited transaction” with respect to which any Borrower or any of its Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which any Borrower or any of its Subsidiaries could otherwise be liable; (f) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal or notification that a Multiemployer Plan is in reorganization; (g) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the Pension Benefit Guaranty Corporation to terminate a Plan; (h) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (i) the imposition of any liability under Title IV of ERISA, other than the Pension Benefit Guaranty Corporation premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate; and (j) any other event or condition with respect to a Plan including any Plan subject to Title IV of ERISA maintained, or contributed to, by any ERISA Affiliate that could reasonably be expected to result in liability of any Borrower in excess of One Million Dollars ($1,000,000).

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1.35“Eurodollar Rate” shall mean with respect to the Interest Period for a Eurodollar Rate Loan, the interest rate per annum equal to the arithmetic average of the rates of interest per annum at which Reference Bank is offered deposits of United States dollars in the London interbank market (or other Eurodollar Rate market selected collectively by Borrowers and approved by Lender) on or about 9:00 a.m. (New York time) two (2) Business Days prior to the commencement of such Interest Period in amounts substantially equal to the principal amount of the Eurodollar Rate Loans requested by and available to Borrowers in accordance with this Agreement, with a maturity of comparable duration to the Interest Period selected collectively by Borrowers.

1.36“Eurodollar Rate Loans” shall mean any Loans or portion thereof on which interest is payable based on the Adjusted Eurodollar Rate in accordance with the terms hereof.

1.37“Event of Default” shall mean the occurrence or existence of any event or condition described in Section 10.1 hereof.

1.38“Exchange Act” shall mean the Securities Exchange Act of 1934, together with all rules, regulations and interpretations thereunder or related thereto.

1.39“Facility Limit” shall have the meaning given in the UK Loan Agreement.

1.40“Financing Agreements” shall mean, collectively, this Agreement and all notes, guaranties, security agreements and other agreements, documents and instruments now or at any time hereafter executed and/or delivered by any Borrower or any Obligor in connection with this Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

1.41“GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Boards which are applicable to the circumstances as of the date of determination consistently applied.

1.42“GIFL” shall mean GeoLogistics International Finance Ltd., a limited company organized under the laws of Ireland.

1.43“GLA” shall have the meaning set forth in the introduction hereto.

1.44“GLC” shall have the meaning set forth in the recitals hereto.

1.45“Global Facility” shall mean the sum of the Maximum Credit plus the U.S. Dollar equivalent of the Facility Limit.

1.46“GL UK” shall mean GeoLogistics Limited, a limited company registered in England and Wales.

1.47“Goods” shall have the meaning set forth in Section 5.1(c) hereof.

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1.48“Governmental Authority” shall mean any nation or government, any state, province, or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

1.49“Hazardous Materials” shall mean any hazardous, toxic or dangerous substances, materials and wastes, including, without limitation, hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including, without limitation, materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials, or wastes and including any other substances, materials or wastes that are or become regulated under any Environmental Law (including, without limitation any that are or become classified as hazardous or toxic under any Environmental Law).

1.50“Indebtedness” shall mean, with respect to any Person, any liability, whether or not contingent, (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments; (b) representing the balance deferred and unpaid of the purchase price of any property or services (except any such balance that constitutes an account payable to a trade creditor (whether or not an Affiliate) created, incurred, assumed or guaranteed by such Person in the ordinary course of business of such Person in connection with obtaining goods, materials or services; (c) all obligations as lessee under leases which have been, or should be, in accordance with GAAP recorded as Capital Leases; (d) any contractual obligation, contingent or otherwise, of such Person to pay or be liable for the payment of any indebtedness described in this definition of another Person, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition; (e) all obligations with respect to redeemable stock and redemption or repurchase obligations under any Capital Stock or other equity securities issued by such Person; (f) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account; (g) all indebtedness of such Person in respect of indebtedness of another Person for borrowed money or indebtedness of another Person otherwise described in this definition which is secured by any consensual lien, security interest, collateral assignment, conditional sale, mortgage, deed of trust, or other encumbrance on any asset of such Person, whether or not such obligations, liabilities or indebtedness are assumed by or are a personal liability of such Person, all as of such time; (h) all obligations, liabilities and indebtedness of such Person (marked to market) arising under swap agreements, cap agreements and collar agreements and other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency or commodity values; and (i) all obligations owed by such Person under License Agreements with respect to non-refundable, advance or minimum guaranty royalty payments.

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1.51“Information Certificate” shall mean, with respect to any Borrower, the Information Certificate of such Borrower constituting a part of Exhibit A hereto containing material information with respect to such Borrower, its business and assets provided by or on behalf of such Borrower to Lender in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

1.52“Intellectual Property” shall mean all of any Borrower’s now owned and hereafter arising or acquired: patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright registrations, trademarks, trade names, trade styles, trademark and service mark applications, and licenses and rights to use any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or the license of any trademark); customer and other lists in whatever form maintained; and trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registrations; software and contract rights relating to software, in whatever form created or maintained.

1.53“Interest Expense” shall mean, for any period, as to any Person and its Subsidiaries, all of the following as determined in accordance with GAAP, total interest expense, whether paid or accrued (including the interest component of Capital Leases for such period), including, without limitation, all bank fees, commissions, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances or similar instruments, but excluding (a) amortization of discount and amortization of deferred financing fees and closing costs paid in cash in connection with the transactions contemplated hereby, (i) interest paid in property other than cash and (b) any other interest expense not payable in cash.

1.54“Interest Period” shall mean for any Eurodollar Rate Loan, a period of approximately one (1), two (2), three (3) or six (6) months duration as Borrowers may collectively elect, the exact duration to be determined in accordance with the customary practice in the applicable Eurodollar Rate market; provided, that, Borrowers may not elect an Interest Period which will end after the last day of the then-current term of this Agreement.

1.55“Interest Rate” shall mean, as to Prime Rate Loans a rate of one half percent (0.50%) per annum in excess of the Prime Rate and, as to Eurodollar Rate Loans, a rate of three percent (3.00%) per annum in excess of the Adjusted Eurodollar Rate (based on the Eurodollar Rate applicable for the Interest Period collectively selected by the Borrowers and commencing three (3) Business Days after the date of receipt by Lender of the request of Borrowers for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower); provided, however, that notwithstanding anything to the contrary contained herein, the Interest Rate shall be two percent (2.0%) above the rate that would otherwise prevail pursuant to this Section 1.55, at Lender’s option, without notice, (a) either (i) for the period from and after the date of termination or non-renewal hereof until such time as Lender has received final payment and satisfaction in full of all Obligations (notwithstanding entry of a judgment against any Borrower), or (ii) for the period from and after the date of the occurrence of any Event of Default, and for so long as such Event of Default is

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continuing, and (b) on the Revolving Loans at any time outstanding in excess of the amounts available to a Borrower under Section 2 (whether or not such excess(es) arise or are made with or without Lender’s knowledge and whether made before or after an Event of Default).

1.56“Inventory” shall mean all of any Borrower’s now owned and hereafter existing or acquired goods, whenever located, which (a) are leased by such Borrower as lessor, (b) are held by such Borrower for sale or lease or to be furnished under a contract of service, (c) are furnished by such Borrower under a contract of service or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business.

1.57“Investment Property Control Agreement” shall mean an agreement in writing, in form and substance satisfactory to Lender, by and among Lender, each Borrower and any securities intermediary, commodity intermediary or other Person who has custody, control or possession of any investment property of such Borrower acknowledging that such securities intermediary, commodity intermediary or other Person has custody, control or possession of such investment property on behalf of Lender, that it will comply with entitlement orders originated by Lender with respect to such investment property, or other instructions of Lender, or (as the case may be) apply any value distributed on account of any commodity contract as directed by Lender, in each case, without the further consent of such Borrower and including such other terms and conditions as Lender may require.

1.58“L/C Sublimit” shall mean, with reference to the Letter of Credit Accommodations, the amount of Twelve Million Dollars ($12,000,000), less the then outstanding amount of UK Letter of Credit Accommodations and all other commitments and obligations made or incurred by Burdale in connection therewith.

1.59“Lender Payment Account” shall mean account no. 322-020-530 of Lender at Chase Manhattan Bank or such other account of Lender as Lender may from time to time designate to Borrowers as the Lender Payment Account for purposes of this Agreement.

1.60“LEP” shall have the meaning set forth in the introduction hereto.

1.61“Letter of Credit Accommodations” shall mean the letters of credit or other guaranties which are from time to time either (a) issued, opened or provided by Lender for the account of any Borrower or any Obligor or (b) with respect to which Lender has agreed to indemnify the issuer or guaranteed to the issuer the performance by any Borrower of its obligations to such issuer.

1.62“License Agreements” shall have the meaning set forth in Section 8.10 hereof.

1.63“Loans” shall mean the Revolving Loans.

1.64“Material Contract” shall mean (a) any contract or other agreement (other than the Financing Agreements), written or oral, of any Borrower involving monetary liability of or to any Person in an amount in excess of One Million Dollars ($1,000,000) in any fiscal year and (b) any other contract or other agreement (other than the Financing Agreements), whether written or oral, to which any Borrower is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a material adverse effect on the business, assets,

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condition (financial or otherwise) or results of operations or prospects of such Borrower or the validity or enforceability of this Agreement, any of the other Financing Agreements, or any of the rights and remedies of Lender hereunder or thereunder.

1.65“Maximum Credit” shall mean, with reference to the Revolving Loans and the Letter of Credit Accommodations, the amount of Thirty Million Dollars ($30,000,000) or such other amount as shall then be in effect after giving effect to any increases of or decreases to such amount elected by Borrowers pursuant to Section 2.1(c) hereof.

1.66“MIL” shall have the meaning set forth in the introduction hereto.

1.67“Multiemployer Plan” shall mean a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any Borrower or any ERISA Affiliate.

1.68“Net Amount of Eligible Billed Accounts” shall mean, with respect to any Borrower, the gross amount of Eligible Billed Accounts of such Borrower less (a) unpaid sales, excise or similar taxes included in the amount thereof and (b) returns, discounts, claims, credits and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed with respect thereto.

1.69“Net Amount of Eligible Unbilled Accounts” shall mean, with respect to any Borrower, the gross amount of Eligible Unbilled Accounts of such Borrower less (a) unpaid sales, excise or similar taxes included in the amount thereof and (b) returns, discounts, claims, credits and allowances of any nature at any time issued, occurring, granted, outstanding, available or claimed with respect thereto.

1.70“Net Income” shall mean, with respect to any Person, for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries, on a consolidated basis, for such period (excluding to the extent included therein any extraordinary or one-time gains or losses) after deducting all charges which should be deducted before arriving at the net income (loss) for such period and after deducting the Provision for Taxes for such period, all as determined in accordance with GAAP, provided, that the effect of any change in accounting principles adopted by such Person or its Subsidiaries after the date hereof shall be excluded. For the purpose of this definition, net income excludes any gain or loss, together with any related Provision for Taxes for such gain or loss realized upon the sale or other disposition of any assets that are not sold in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions), or of any Capital Stock of such Person or a Subsidiary of such Person and any net income realized as a result of changes in accounting principles or the application thereof to such Person.

1.71“Obligations” shall mean any and all Revolving Loans, the Letter of Credit Accommodations and all other obligations, liabilities and Indebtedness of every kind, nature and description owing by any Borrower to Lender and/or its Affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under this Agreement or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of this

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Agreement or after the commencement of any case with respect to any Borrower under the United States Bankruptcy Code or any similar statute (including, without limitation, the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Lender.

1.72“Obligor” shall mean GLC or any other guarantor, endorser, acceptor, surety or other person liable on or with respect to the Obligations or who is the owner of any property which is security for the Obligations, other than a Borrower.

1.73“Overdue Trade Payables” shall mean, with respect to any Person, all invoiced trade payables owed by such Person to any other Person (other than an Affiliate of such obligated Person) which, as of October 31, 2001, are sixty (60) days or more past due and are not being disputed in good faith by appropriate proceedings.

1.74“Participant” shall mean any person which at any time participates with Lender in respect of the Loans, the Letter of Credit Accommodations or other Obligations or any portion thereof.

1.75“Permitted Holders” shall mean the persons listed on Schedule 1.75 hereto and their respective successors and assigns.

1.76“Person” or “person” shall mean any individual, sole proprietorship, partnership, corporation (including, without limitation, any corporation which elects subchapter S status under the Code), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof.

1.77“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which any Borrower sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a Multiemployer Plan has made contributions at any time during the immediately preceding six (6) plan years.

1.78“Prime Rate” shall mean the rate from time to time publicly announced by the Reference Bank, as its prime rate, whether or not such announced rate is the best rate available at such bank.

1.79“Prime Rate Loans” shall mean any Loans or portion thereof on which interest is payable based on the Prime Rate in accordance with the terms thereof.

1.80“Provision for Taxes” shall mean, with respect to any Person, for any period, an amount equal to all taxes imposed on or measured by net income, whether Federal, State or local, and whether foreign or domestic, that are paid or payable by such Person and its Subsidiaries in respect of such period on a consolidated basis in accordance with GAAP.

1.81“Receivables” shall mean all of the following now owned or hereafter arising or acquired property of each Borrower: (a) all Accounts; (b) all interest, fees, late charges,

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penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; and (c) all payment intangibles of such Borrower and other chattel paper, instruments, notes, and other forms of obligations owing to such Borrower, whether from the sale and lease of goods or other property, licensing of any property (including Intellectual Property or other general intangibles), rendition of services or from loans or advances by such Borrower or to or for the benefit of any third person (including loans or advances to any Subsidiaries of such Borrower) or otherwise associated with any Accounts, Inventory or general intangibles of such Borrower (including, without limitation, choses in action, causes of action, tax refunds, tax refund claims, any funds which may become payable to such Borrower in connection with the termination of any Plan or other employee benefit plan and any other amounts payable to such Borrower from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds thereof and proceeds of insurance covering the lives of employees on which such Borrower is a beneficiary). Without limiting Lender’s rights or remedies with respect to all or any accounts and payment intangibles owing to any Borrower by any of its Affiliates (which each Borrower agrees constitute Collateral under Section 5.1 hereof), whether available under this Agreement or applicable law, the term Receivables shall not include any of the foregoing which are payable by any of GLC or any Subsidiary of GLC (other than a Borrower or a Subsidiary of a Borrower).

1.82“Records” shall mean all of any Borrower’s present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of such Borrower with respect to the foregoing maintained with or by any other person).

1.83“Reference Bank” shall mean Wachovia Bank, N.A., or its successor.

1.84“Renewal Date” shall have the meaning set forth in Section 12. l(a) hereof.

1.85“Representative Agency Agreement” shall mean any of the agreements, substantially in the form provided to Lender by Borrowers, pursuant to which a Person agrees to act as an agent of a Borrower for the purpose of providing interstate or intrastate moving and related services within the United States to customers of such Borrower.

1.86“Representative Agent” shall mean any freight forwarder, moving and storage company, warehouseman or other Person who has entered into a Representative Agency Agreement with a Borrower.

1.87“Revolving Loans” shall mean the loans now or hereafter made by Lender to or for the benefit of any Borrower on a revolving basis (involving advances, repayments and readvances) as set forth in Section 2.1 hereof.

1.88“Solvent” shall mean, at any time with respect to any Person, that at such time such Person (a) is able to pay its debts as they mature and has (and has a reasonable basis to

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believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business consistent with its practices as of the date hereof, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guaranties given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guaranty the face amount of such liability as reduced to reflect the probability of it becoming a matured liability).

1.89“Special Block Amount” shall mean as of any date of determination (a) Thirteen Million Dollars ($13,000,000) until the first report under clause (b) hereof has been received by Lender, (b) the unpaid amount of the Overdue Trade Payables as of that date of determination (other than those being disputed in good faith by appropriate proceedings) of all Borrowers shown on the then most recent report Borrowers delivered to Lender (which report shall be reasonably satisfactory to Lender) and (c) after the date on which the Borrowers have delivered to Lender a report (which report shall be reasonably satisfactory to Lender) showing that the Borrowers have paid or otherwise discharged at least ninety-five percent (95%) of the Overdue Trade Payables (other than those being disputed in good faith by appropriate proceedings), zero. An Overdue Trade Payable in respect of which a check has been written shall for purposes of the above reports remain unpaid and past due until that check has cleared and the above reports shall be prepared accordingly.

1.90“Subsidiary” shall mean, with respect to any Person, any corporation, limited or general partnership, limited liability company, trust, association or other business entity of which more than fifty percent (50%) of the voting stock or other voting equity interests (in the case of a business entity other than a corporation) is owned or controlled directly or indirectly by such Person, or one or more Subsidiaries of such Person, or a combination thereof.

1.91“Tangible Net Worth” shall mean as to any Person (on an unconsolidated basis), at any time, in accordance with GAAP (except as otherwise specifically set forth below), the amount equal to: (a) the difference between: (i) the aggregate net book value of all assets of such Person, calculating the book value of inventory for this purpose on a first-in-first-out basis, after excluding from such assets all goodwill, capitalized financing costs and other assets deemed intangible under GAAP, and after deducting from such book values all appropriate reserves in accordance with GAAP (including any reserves for doubtful receivables, obsolescence, depreciation or amortization) and (ii) the aggregate amount of the indebtedness and other liabilities of such Person (including tax and other proper accruals), plus (b) indebtedness of such Person which is subordinated in right of payment to the full and final payment of all of the Obligations on terms and conditions acceptable to Lender. For purposes of this definition, indebtedness and liabilities shall not include preferred stock, whether or not redeemable.

1.92“Total Excess Availability” shall mean, as of any date, the US Excess Availability as of such date, plus “UK Excess Availability” as of such date of GL UK as defined and determined under the UK Loan Agreement.

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1.93“UCC” shall mean the Uniform Commercial Code as in effect in the State of California, and any successor statute, as in effect from time to time (except that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of California on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Lender may otherwise determine.

1.94“UK Amendment” shall have the meaning set forth in Section 4.1(a)(vii).

1.95“UK Facility” shall mean the credit facility in the maximum amount of the British pounds sterling equivalent to Twenty-Five Million Dollars ($25,000,000) (or such other amount as shall then be in effect after giving effect to any increases of or decreases to such amount elected by GL UK pursuant to the terms of the UK Loan Agreement) provided by Burdale Financial Limited to GL UK pursuant to the UK Loan Agreement.

1.96“UK Letter of Credit Accommodations” shall mean the letters of credit or other guaranties which are from time to time either (a) issued, opened or provided by Burdale for the account of GL UK or any other obligor under the UK Loan Agreement or (b) with respect to which Burdale has agreed to indemnify the issuer or guaranteed to the issuer the performance by GL UK of its obligations to such issuer.

1.97“UK Loan Agreement” shall mean that certain Facility Agreement dated as of March 31, 2000, between Burdale Financial Limited and GL UK, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

1.98“US Excess Availability” shall mean the amount, as determined by Lender, calculated at any time, equal to:

(a)the lesser of (i) the aggregate amount of the Revolving Loans available to Borrowers as of such time (based on the applicable advance rates set forth in Sections 2.1(a)(i) and 2.1(a)(ii) hereof and the limits set forth in Section 2.1(b) hereof, and calculated, for the avoidance of doubt, after giving effect to the sublimits and Availability Reserves from time to time established by Lender hereunder) and (ii) the Maximum Credit, minus

(b)the amount of all then outstanding and unpaid Obligations.

1.99“Voting Stock” shall mean with respect to any Person, (a) one (1) or more classes of Capital Stock of such Person having general voting powers to elect at least a majority of the board of directors, managers or trustees of such Person, irrespective of whether at the time Capital Stock of any other class or classes have or might have voting power by reason of the happening of any contingency, and (b) any Capital Stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into Capital Stock of such Person described in clause (a) of this definition.

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SECTION 2.  CREDIT FACILITIES.

2.1Revolving Loans.

(a)Subject to and upon the terms and conditions contained herein, Lender agrees to make Revolving Loans to Borrowers from time to time in amounts requested by Borrowers up to the amount equal to the sum of:

(i)eighty-five percent (85%) of the aggregate Net Amount of Eligible Billed Accounts of all Borrowers, plus

(ii)sixty-five percent (65%) of the aggregate Net Amount of Eligible Unbilled Accounts of all Borrowers, minus

(iii)the then aggregate undrawn amounts of outstanding Letter of Credit Accommodations as provided for in Section 2.2(c) hereof; minus

(iv)any Availability Reserves.

(b)Except in Lender’s discretion:

(i)the aggregate amount of the Loans, the Letter of Credit Accommodations and other Obligations outstanding at any time shall not exceed the least of (A the Maximum Credit, or (B) the aggregate amount available under the lending formulas set forth in Section 2.1(a) hereof or (C) the aggregate amount collected in the Lender Payment Account (with respect to Borrowers only) as payments from account debtors on the Accounts during the trailing six (6) week period ended on the last day of such calendar week; provided that, such six (6) week period may be increased by Lender in its reasonable discretion based on financial information provided by Borrowers to Lender from time to time, or

(ii)the aggregate amount of the Loans outstanding advanced against the Eligible Unbilled Accounts of all Borrowers shall not at any time exceed Five Million Dollars ($5,000,000), or

(iii)subject to clause (i) of this Section 2.1(b), the aggregate amount of the Loans, the Letter of Credit Accommodations and other Obligations outstanding at any time for the account of any one Borrower shall not exceed five percent (5%) in excess of the amount that would be available to such Borrower if the lending formulas set forth in Section 2.1(a) hereof were applied separately to each Borrower.

(iv)In the event that the outstanding amount of any component of the Loans and Letter of Credit Accommodations, or the aggregate amount of the outstanding Loans and Letter of Credit Accommodations and other Obligations, exceeds the amounts available under the lending formulas set forth in Sections 2.1(a) and 2.1(b) hereof in the aggregate or for an individual Borrower as set forth in this Section 2.l(b), the sublimit for Eligible Unbilled Accounts set forth in this Section 2.1(b), the L/C Sublimit or the Maximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Lender, which may be made at

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any time or from time to time, immediately repay to Lender the entire amount of any such excess(es) for which payment is demanded (other than such excess(es) which have been permitted by Lender in writing in its discretion).

(c)Within forty-five (45) days after the end of each calendar quarter, Borrowers may collectively elect to increase or decrease the Maximum Credit by no more than $5,000,000 (which reduction or increase shall take effect no less than five (5) Business Days from Lender’s receipt of written notice of Borrowers’ election) so long as: (i) no Default or Event of Default exists, has occurred and is continuing or would occur as a result of such increase or decrease, (ii) GL UK elects, in accordance with the terms of the UK Loan Agreement, to concurrently (A) reduce the amount of the Facility Limit by the British pounds sterling equivalent of such increase or (B) increase the Facility Limit by the British pounds sterling equivalent of such reduction, (iii) any such reduction or increase does not have the effect of (A) increasing the amount of the Global Facility to an amount in excess of Fifty-Five Million Dollars ($55,000,000), (B) increasing the Maximum Credit to an amount in excess of Forty Million Dollars ($40,000,000) or (C) decreasing the Maximum Credit to an amount that is less than Twenty Million Dollars ($20,000,000), and (iv) Lender shall have received an accommodation fee in the amount of Twenty-Five Thousand Dollars ($25,000). No reduction of the Maximum Credit elected pursuant to this Section 2.1(c) shall be subject to the fees provided for in Section 12.1(c) hereof.

2.2Letter of Credit Accommodations.

(a)Subject to and upon the terms and conditions contained herein, at the request of any Borrower, Lender agrees to provide or arrange for Letter of Credit Accommodations for the account of such Borrower containing terms and conditions acceptable to Lender and the issuer thereof. Any payments made by Lender to any issuer thereof and/or related parties for any drawings or payments under the Letter of Credit Accommodations shall constitute additional Revolving Loans to such Borrower pursuant to this Section 2.

(b)In addition to any charges, fees or expenses charged by any bank or issuer in connection with the Letter of Credit Accommodations, Borrowers shall pay to Lender a letter of credit fee at a rate equal to one and one-half percent (1.50%) per annum on the daily outstanding balance of the Letter of Credit Accommodations for the immediately preceding month (or part thereof), payable in arrears as of the first day of each succeeding month; provided, however, that such letter of credit fee shall be increased, at Lender’s option without notice, to three and one-half percent (3.50%) per annum for the period on or after the date of termination or non-renewal of this Agreement, or for the period from and after the date of the occurrence of an Event of Default, and for so long as such Event of Default is continuing. Such letter of credit fee shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed and the obligation of Borrowers to pay such fee shall survive the termination or non-renewal of this Agreement.

(c)No Letter of Credit Accommodations shall be available to a Borrower unless, on the date of the proposed issuance of any Letter of Credit Accommodations, the Revolving Loans available to such Borrower (subject to the Maximum Credit and any Availability Reserves) are equal to or greater than an amount equal to one hundred percent

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(100%) of the face amount thereof and all other commitments and obligations made or incurred by Lender with respect thereto. Effective on the issuance of each Letter of Credit Accommodation, the amount of Revolving Loans which might otherwise be available to Borrower shall be reduced by the applicable amount set forth in this Section 2.2(c).

(d)Except in Lender’s discretion, the amount of all outstanding Letter of Credit Accommodations and all other commitments and obligations made or incurred by Lender in connection therewith shall not at any time exceed the L/C Sublimit. At any time an Event of Default exists or has occurred and is continuing, upon Lender’s request, each Borrower will either furnish cash collateral to secure the reimbursement obligations to the issuer in connection with any Letter of Credit Accommodations or furnish cash collateral to Lender for the Letter of Credit Accommodations, and in either case, the Revolving Loans otherwise available to such Borrower shall not be reduced as provided in Section 2.2(c) to the extent of such cash collateral.

(e)Each Borrower shall indemnify and hold Lender harmless from and against any and all losses, claims, damages, liabilities, costs and expenses which Lender may suffer or incur in connection with any Letter of Credit Accommodations and any documents, drafts or acceptances relating thereto, including, but not limited to, any losses, claims, damages, liabilities, costs and expenses due to any action taken by any issuer or correspondent with respect to any Letter of Credit Accommodation. Each Borrower assumes all risks with respect to the acts or omissions of the drawer under or beneficiary of any Letter of Credit Accommodation and for such purposes the drawer or beneficiary shall be deemed such Borrower’s agent. Each Borrower assumes all risks for, and agrees to pay, all foreign, Federal, State and local taxes, duties and levies relating to any goods subject to any Letter of Credit Accommodations or any documents, drafts or acceptances thereunder. Each Borrower hereby releases and holds Lender harmless from and against any acts, waivers, errors, delays or omissions, whether caused by such Borrower, by any issuer or correspondent or otherwise, unless caused by the gross negligence or willful misconduct of Lender (as determined pursuant to a final, non-appealable order of a court of competent jurisdiction), with respect to or relating to any Letter of Credit Accommodation. The provisions of this Section 2.2(e) shall survive the payment of Obligations and the termination or non-renewal of this Agreement.

(f)Each Borrower hereby irrevocably authorizes and directs any issuer of a Letter of Credit Accommodation to name such Borrower as the account party therein and to deliver to Lender all instruments, documents and other writings and property received by issuer pursuant to the Letter of Credit Accommodations and to accept and rely upon Lender’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit Accommodations or the applications herefore. Nothing contained herein shall be deemed or construed to grant any Borrower any right or authority to pledge the credit of Lender in any manner. Lender shall have no liability of any kind with respect to any Letter of Credit Accommodation provided by an issuer other than Lender unless Lender has duly executed and delivered to such issuer the application or a guaranty or indemnification in writing with respect to such Letter of Credit Accommodation. Each Borrower shall be bound by any interpretation made in good faith by Lender, or any other issuer or correspondent under or in connection with any Letter of Credit Accommodation or any documents, drafts or acceptances thereunder, notwithstanding that such interpretation may be inconsistent with any instructions of such Borrower. Lender shall have the sole and exclusive right and authority to, and no Borrower

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shall: (i) at any time an Event of Default exists or has occurred and is continuing, (A) approve or resolve any questions of non-compliance of documents, (B) give any instructions as to acceptance or rejection of any documents or goods or (C) execute any and all applications for steamship or airway guaranties, indemnities or delivery orders, and (ii) at all times, (A) grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents, and (B) agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the applications, Letter of Credit Accommodations, or documents, drafts or acceptances thereunder or any letters of credit included in the Collateral. Lender may take such actions either in its own name or in a Borrower’s name.

SECTION 3.  INTEREST AND FEES.

3.1Interest.

(a)Each Borrower shall pay to Lender interest on the outstanding principal amount of the non-contingent Obligations at the Interest Rate. All interest accruing hereunder on and after the date of any Event of Default or termination or non-renewal hereof shall be payable on demand.

(b)Borrowers may from time to time request that Prime Rate Loans be converted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans continue for an additional Interest Period. Such request from Borrowers shall specify the amount of the Prime Rate Loans which will constitute Eurodollar Rate Loans (subject to the limits set forth below) and the Interest Period to be applicable to such Eurodollar Rate Loans. Subject to the terms and conditions contained herein, three (3) Business Days after receipt by Lender of such a request from Borrowers, such Prime Rate Loans shall be converted to Eurodollar Rate Loans or such Eurodollar Rate Loans shall continue, as the case may be, provided, that, (i) no Default or Event of Default exists or has occurred and is continuing, (ii) no party hereto shall have sent any notice of termination or non-renewal of this Agreement, (iii) each Borrower shall have complied with such customary procedures as are established by Lender and specified by Lender to Borrowers from time to time for requests by Borrowers for Eurodollar Rate Loans, (iv) no more than four (4) Interest Periods may be in effect at any one time, (v) the aggregate amount of the Eurodollar Rate Loans must be in an amount not less than Three Million Five Hundred Thousand Dollars ($3,500,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, (vi) the maximum amount of the Eurodollar Rate Loans at any time requested by Borrowers shall not exceed the amount equal to ninety (90%) percent of the lowest principal amount of the Loans which it is anticipated will be outstanding during the applicable Interest Period, in each case as determined by Lender (but with no obligation of Lender to make such Loans except in accordance with the terms of this Agreement) and (vii) Lender shall have determined that the Interest Period or Adjusted Eurodollar Rate is available to Lender through the Reference Bank and can be readily determined as of the date of the request for such Eurodollar Rate Loan by Borrowers. Any request by any Borrower, if complied with by Lender, to convert Prime Rate Loans to Eurodollar Rate Loans or to continue any existing Eurodollar Rate Loans shall be irrevocable. Notwithstanding anything to the contrary contained herein, Lender and Reference Bank shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable Eurodollar Rate market to fund any Eurodollar Rate Loans, but the

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provisions hereof shall be deemed to apply as if Lender and Reference Bank had purchased such deposits to fund the Eurodollar Rate Loans.

(c)Any Eurodollar Rate Loans shall automatically convert to Prime Rate Loans upon the last day of the applicable Interest Period, unless Lender has received a request which complies with the terms and provisions of this Agreement to continue such Eurodollar Rate Loan at least three (3) Business Days prior to such last day in accordance with the terms hereof. Any Eurodollar Rate Loans shall, at Lender’s option, upon notice by Lender to Borrowers, convert to Prime Rate Loans in the event that (i) a Default or Event of Default shall exist and remain unwaived by Lender for a period of ten (10) Business Days, (ii) this Agreement shall terminate or not be renewed, or (iii) the aggregate principal amount of the Prime Rate Loans which have previously been converted to Eurodollar Rate Loans or existing Eurodollar Rate Loans continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed either (A) the aggregate principal amount of the Loans then outstanding, or (B) the Revolving Loans then available to Borrowers under Section 2 hereof. Each Borrower shall pay to Lender, upon demand by Lender (or Lender may, at its option, charge any loan account of Borrower) any amounts required to compensate Lender, the Reference Bank or any participant with Lender for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of Eurodollar Rate Loans to Prime Rate Loans pursuant to any of the foregoing.

(d)Interest shall be payable by each Borrower to Lender monthly in arrears not later than the first day of each calendar month and shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed. The interest rate on non-contingent Obligations (other than Eurodollar Rate Loans) shall increase or decrease by an amount equal to each increase or decrease in the Prime Rate effective on the first day of the month after any change in such Prime Rate is announced based on the Prime Rate in effect on the last day of the month in which any such change occurs. In no event shall charges constituting interest payable by any Borrower to Lender exceed the maximum amount or the rate permitted under any applicable law or regulation, and if any such part or provision of this Agreement is in contravention of any such law or regulation, such part or provision shall be deemed amended to conform thereto.

3.2Amendment Fee. Borrowers shall pay to Lender as an amendment fee for the transactions contemplated hereunder the amount of One Hundred Fifty Thousand Dollars ($150,000), which fee shall be fully earned as of and payable on the date hereof.

3.3Loan Servicing Fee. Borrowers shall pay to Lender a monthly loan servicing fee in an aggregate amount equal to Five Thousand Dollars ($5,000), plus out-of-pocket costs and expenses, in respect of Lender’s services for each month (or part thereof) while this Agreement remains in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be fully earned as of and payable in advance on the date hereof and on the first day of each month hereafter.

3.4Unused Line Fee. Borrowers shall pay to Lender monthly an unused line fee equal to a rate equal to three-eighths of one percent (.375%) per annum calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the

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outstanding Revolving Loans and Letter of Credit Accommodations for all Borrowers and the during the immediately preceding month while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be payable on the first day of each month in arrears. Such unused line fee shall be allocated among Borrowers as determined by Lender and payable by Borrowers in accordance with such allocation.

3.5Compensation Adjustment.

(a)If after the date of this Agreement the introduction of, or any change in, any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or compliance by Lender or any Participant therewith:

(i)subjects Lender to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding franchise taxes imposed upon, and taxation of the overall net income of, Lender or any Participant), or changes the basis of taxation of payments, in either case in respect of amounts due it hereunder, or

(ii)imposes or increases or deems applicable any reserve requirement or other reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Lender or any Participant (other than any reserves included in the determination of the Eurodollar Rate), or

(iii)imposes any other condition the result of which is to increase the cost to Lender or any Participant of making, funding or maintaining the Loans or Letter of Credit Accommodations or reduces any amount receivable by Lender or any Participant in connection with the Loans or Letter of Credit Accommodations, or requires Lender or any Participant to make payment calculated by references to the amount of loans held or interest received by it, by an amount deemed material by Lender or any Participant, or

(iv)imposes or increases any capital requirement or affects the amount of capital required or expected to be maintained by Lender or any Participant or any corporation controlling Lender or any Participant, and Lender or any Participant determines that such imposition or increase in capital requirements or increase in the amount of capital expected to be maintained is based upon the existence of this Agreement or the Loans or Letter of Credit Accommodations hereunder, all of which may be determined by Lender’s reasonable allocation of the aggregate of its impositions or increases in capital required or expected to be maintained, and the result of any of the foregoing is to increase the cost to Lender or any Participant of making, renewing or maintaining the Loans or Letter of Credit Accommodations, or to reduce the rate of return to Lender or any Participant on the Loans or Letter of Credit Accommodations, then upon demand by Lender, Borrowers shall pay to Lender, and continue to make periodic payments to Lender or any Participant, such additional amounts as may be necessary to compensate Lender or any Participant for any such additional cost incurred or reduced rate of return realized.

(b)A certificate of Lender claiming entitlement to compensation as set forth above will be conclusive in the absence of manifest error. Such certificate will set forth the

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nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid and the compensation and the method by which such amounts were determined. Each demand for compensation under this Section 3.5 shall be given within ninety (90) days of Lender’s first learning of the basis for such compensation and its ability to calculate the amount of such compensation. In determining any additional amounts due from any Borrower under this Section 3.5, Lender shall act reasonably and in good faith and will, to the extent that the increased costs, reductions, or amounts received or receivable relate to the Lender’s or a Participant’s loans or commitments generally and are not specifically attributable to the Loans and commitments hereunder, use averaging and attribution methods which are reasonable and equitable and which cover all loans and commitments under this Agreement by the Lender or such Participant, as the case may be, whether or not the loan documentation for such other loans and commitments permits the Lender or such Participant to receive compensation costs of the type described in this Section 3.5.

3.6Changes in Laws and Increased Costs of Loans.

(a)Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Lender to Borrowers, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) make it unlawful for Lender, Reference Bank or any participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans, or (B) shall result in the increase in the costs to Lender, Reference Bank or any participant of making or maintaining any Eurodollar Rate Loans by an amount deemed by Lender to be material, or (C) reduce the amounts received or receivable by Lender in respect thereof, by an amount deemed by Lender to be material or (ii) the cost to Lender, Reference Bank or any participant of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Lender to be material. Such conversion shall occur at the end of the applicable Interest Period for each such Eurodollar Rate Loan or, if it is unlawful for Lender to maintain any such Loan until such date, on the latest date on which it remains lawful for Lender to maintain such Loan. Borrowers shall pay to Lender, upon demand by Lender (or Lender may, at its option, charge any loan account of any Borrower) any amounts required to compensate Lender, the Reference Bank or any participant with Lender for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of any such conversion, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof as a result of any payment of principal of any Eurodollar Rate Loan made other than on the last day of the Interest Period for that Loan. A certificate of Lender setting forth the basis for the determination of such amount necessary to compensate Lender as aforesaid shall be delivered to Borrowers and shall be conclusive, absent manifest error.

(b)If any payments or prepayments in respect of the Eurodollar Rate Loans are received by Lender other than on the last day of the applicable Interest Period (whether pursuant to acceleration, upon maturity or otherwise), including any payments pursuant to the application of collections under Section 6.3 or any other payments made with the proceeds of Collateral, Borrowers shall pay to Lender upon demand by Lender (or Lender may, at its option, charge any loan account of any Borrower) any amounts required to compensate Lender, the

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Reference Bank or any participant with Lender for any additional loss, cost or expense incurred by such person as a result of such prepayment or payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain such Eurodollar Rate Loans or any portion thereof.

3.7Duplication. All amounts determined under any provision of Section 3.5 or 3.6 shall be without duplication with any amounts determined under any other provision of those sections.

SECTION 4.  CONDITIONS PRECEDENT, ETC.

4.1Conditions Precedent to Effectiveness and to Loans and the Letter of Credit Accommodations.

(a)Each of the following is a condition precedent to the effectiveness of the amendments to and restatements of the Original Agreement contained in this Agreement:

(i)no material adverse change shall have occurred in the assets, business or prospects of any Borrower, GLC or GL UK since the date of Lender’s or Burdale’s, as the case may be, latest field examination and no change or event shall have occurred which would (i) impair the ability of any Borrower or Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral pledged hereunder by any Borrower or by any Obligor under any Financing Agreement or (ii) impair the ability of GL UK or any “Obligor” to perform its obligations under the UK Loan Agreement or under any “Financing Document” to which it is a party or of Burdale to enforce the “Obligations” or realize upon the “Collateral” pledged by any “Obligor” under any “Financing Document” (each as defined in the UK Loan Agreement);

(ii)Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to each of GLA, MIL and GLC with respect to the transactions contemplated hereby and such other matters as Lender may request;

(iii)Lender shall have received evidence, in form and substance satisfactory to Lender, of the receipt by GLC of no less than Sixty-Five Million Dollars ($65,000,000) from the sale of stock of GLC to funds managed by Questor Management Company, LLC;

(iv)as determined by Lender as of the date hereof, US Excess Availability shall be not less than Twenty Million Dollars ($20,000,000) after giving pro forma effect to the application of the funds referred to in clause (iii) above to the repayment of loans of the Borrowers;

(v)as determined by Burdale as of the date hereof, “UK Excess Availability” (as defined in the UK Loan Agreement) shall be not less than Three Million Dollars ($3,000,000) after giving pro forma effect to the application of the funds referred to in clause (iii) above to the repayment of loans of GL UK;

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(vi)Lender shall have received, in form and substance satisfactory to Lender, duly executed amendments and restatements of (A) that certain Guarantee and Security Agreement, dated March 23, 2000, executed by GLC in favor of Lender and (B) that certain Stock Pledge Agreement, dated March 23, 2000, executed by GLC in favor of Lender;

(vii)the credit facility provided to GeoLogistics Co., an unlimited liability company organized under the laws of Nova Scotia, Canada (“GL Canada”) shall have been repaid in full and the commitment of Congress Financial Corporation (Canada), a corporation organized under the laws of Ontario, Canada (“Congress (Canada)”) to continue to provide financing to GL Canada under the terms of that certain Loan Agreement dated March 23, 2000, as amended, between Congress (Canada) and GL Canada, shall have been terminated.

(viii)Lender shall have received, in form and substance satisfactory to Lender, evidence of the execution and delivery by the parties thereto of an amendment to the documents governing or otherwise related to the UK Facility (collectively, the “UK Amendment”);

(ix)Lender shall have received, in form and substance satisfactory to Lender, the BVL/BWS Loan Agreement duly executed by BVL and BWS and all conditions to the effectiveness of such agreement, as set forth therein, shall have been satisfied;

(x)Lender shall have received, in form and substance satisfactory to Lender, an amendment and restatement, as between the Borrowers, Harris Bank and Lender, of that certain Blocked Account Agreement, dated March 23, 2000, executed by GLA, MIL, BVL, BWS and Harris Bank for the benefit of Lender; and

(xi)Lender shall have received, in form and substance satisfactory to Lender, such other agreements, instruments and documents, each duly executed and delivered by the parties thereto, as Lender may require.

(b)In addition to the foregoing, each of the following is a condition precedent to the obligation of Lender to make the initial Loans or provide the initial Letter of Credit Accommodations based on the inclusion of the Accounts of ACI or LEP in the calculations set forth in Section 2.1 hereof:

(i)Lender shall have received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination of any interest in and to any assets and properties of ACI or LEP, duly authorized, executed and delivered by it or each of them, including, but not limited to, UCC termination statements for all UCC financing statements and Lender shall have satisfied itself that it has valid, perfected and first priority security interests in and liens upon that portion of the Collateral pledged by ACI or LEP hereunder and any other property of ACI or LEP which is intended as security for the Obligations or the liability of any Obligor in respect thereto, subject only to the security interests and liens permitted herein or in the other Financing Agreements;

(ii)all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements to which ACI or LEP are parties shall be satisfactory in form and substance to Lender, and Lender shall have received all information and

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copies of all documents, including, without limitation, records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities;

(iii)with respect to ACI and LEP, Lender shall have completed a field review of their Records and of such other financial information, projections, budgets, business plans, cash flows as Lender shall reasonably request from time to time, including, but not limited to, current agings of receivables, rollforwards of Accounts through the date of closing, the results of which shall be satisfactory to Lender; and

(iv)Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to ACI with respect to the transactions contemplated hereby and such other matters as Lender may request.

4.2Conditions Precedent to All Loans and Letter of Credit Accommodations. Each of the following is an additional condition precedent to Lender making Loans and/or providing Letter of Credit Accommodations to any Borrower:

(a)all representations and warranties contained herein and in the other Financing Agreements shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the making of each such Loan or providing each such Letter of Credit Accommodation and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date);

(b)no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which purports to enjoin, prohibit, restrain or otherwise affect (i) the making of the Loans or providing the Letter of Credit Accommodations, or (ii) the consummation of the transactions contemplated pursuant to the terms hereof or the other Financing Agreements; and

(c)no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the making of such Loan or providing each such Letter of Credit Accommodation and after giving effect thereto.

4.3Condition Precedent to Increase Loans Against LEP Accounts. As an additional condition precedent to Lender initially providing Loans or Letter of Credit Accommodations to the Borrowers based upon a calculation under Section 2 hereof in which the amount sought to be borrowed against the Accounts of LEP exceeds One Million Dollars ($1,000,000), Lender shall have received, in form and substance satisfactory to Lender, an opinion letter of counsel to LEP with respect to the transactions contemplated hereby and such other matters as Lender may request.

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SECTION 5.  GRANT AND PERFECTION OF SECURITY INTEREST.

5.1Grant of Security Interest. To secure payment and performance of all Obligations, each Borrower hereby grants to Lender a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to Lender as security, all personal property and interests in property of such Borrower, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by Lender, the “Collateral”), including:

(a)all Accounts;

(b)all general intangibles, including, without limitation, all Intellectual Property and all accounts and payment intangibles owed to such Borrower by any of its Affiliates;

(c)all Inventory and Equipment (collectively, “Goods”);

(d)all chattel paper (including all tangible and electronic chattel paper);

(e)all instruments (including all promissory notes);

(f)all documents;

(g)all deposit accounts;

(h)all letters of credit, banker’s acceptances and similar instruments and including all letter-of-credit rights;

(i)all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Receivables and other Collateral, including, (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the obligations of account debtors;

(j)all (i) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (ii) monies, credit balances, deposits and other property of such Borrower now or hereafter held or received by or in transit to Lender or its Affiliates or at any other depository or other institution from or for the account of such Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise;

(k)to the extent not otherwise described above, all Receivables;

(1)all Records; and

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(m)all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the Collateral.

5.2Perfection of Security Interests.

(a)Each Borrower irrevocably and unconditionally authorizes Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming Lender or its designee as the secured party and such Borrower as debtor, as Lender may require, and including any other information with respect to such Borrower or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as Lender may determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Each Borrower hereby ratifies and approves all financing statements naming Lender or its designee as secured party and such Borrower as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of Lender prior to the date hereof and ratifies and confirms the authorization of Lender to file such financing statements (and amendments, if any). Each Borrower hereby authorizes Lender to adopt on behalf of such Borrower any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming Lender or its designee as the secured party and any Borrower as debtor includes assets and properties of such Borrower that do not at any time constitute Collateral, whether hereunder, under any of the Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by such Borrower to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall any Borrower at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Lender or its designee as secured party and any Borrower as debtor.

(b)No Borrower has any chattel paper (whether tangible or electronic) or instruments as of the date hereof, except as set forth in Schedule 5.2(b) hereto. In the event that any Borrower shall be entitled to or shall receive any chattel paper or instrument after the date hereof, other than of the type described in Schedule 5.2(b) hereto, such Borrower shall promptly notify Lender thereof in writing. Promptly upon the receipt thereof by or on behalf of any Borrower (including by any agent or representative), such Borrower shall deliver, or cause to be delivered to Lender, all such tangible chattel paper and instruments that such Borrower may at any time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as Lender may from time to time specify, in each case except as Lender may otherwise agree. At Lender’s option, each Borrower shall, or Lender may at any time on behalf of any Borrower, cause the original of any such instrument or chattel paper to be conspicuously marked in a form and manner acceptable to Lender with the following legend referring to chattel paper or instruments as applicable: “This [chattel paper] [instrument] is subject to the security interest of Congress Financial Corporation (Western) and any sale, transfer, assignment or encumbrance of this [chattel paper] [instrument] violates the rights of such secured party.”

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(c)In the event that any Borrower shall at any time hold or acquire an interest in any electronic chattel paper or any “transferable record” (as such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), such Borrower shall promptly notify Lender thereof in writing. Promptly upon Lender’s request, each Borrower shall take, or cause to be taken, such actions as Lender may reasonably request to give Lender control of such electronic chattel paper under Section 9-105 of the UCC and control of such transferable record under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction.

(d)No Borrower has any deposit accounts as of the date hereof, except as set forth in the Information Certificates. No Borrower shall directly or indirectly, after the date hereof open, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) Lender shall have received not less than five (5) Business Days prior written notice of the intention of such Borrower to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom such Borrower is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be acceptable to Lender, and (iii) on or before the opening of such deposit account, such Borrower shall as Lender may specify either (A) deliver to Lender a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by such Borrower and the bank at which such deposit account is opened and maintained or (B) arrange for Lender to become the customer of the bank with respect to the deposit account on terms and conditions acceptable to Lender. The terms of this Section 5.2(d) shall not apply to deposit accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Borrower’s salaried employees.

(e)No Borrower owns or holds, directly or indirectly, beneficially or as record owner or both, any investment property, as of the date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in each case except as set forth in the Information Certificates.

(i)In the event that any Borrower shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities, such Borrower shall promptly endorse, assign and deliver the same to Lender, accompanied by such instruments of transfer or assignment duly executed in blank as Lender may from time to time specify. If any securities, now or hereafter acquired by any Borrower are uncertificated and are issued to any Borrower or its nominee directly by the issuer thereof, such Borrower shall immediately notify Lender thereof and shall as Lender may specify, either (A) cause the issuer to agree to comply with instructions from Lender as to such securities, without further consent of such Borrower or such nominee, or (B) arrange for Lender to become the registered owner of the securities.

(ii)No Borrower shall, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or

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any other similar account (other than a deposit account) with any securities intermediary or commodity intermediary unless each of the following conditions is satisfied: (A) Lender shall have received not less than five (5) Business Days prior written notice of the intention of such Borrower to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom such Borrower is dealing and the purpose of the account, (B) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to Lender, and (C) on or before the opening of such investment account, securities account or other similar account with a securities intermediary or commodity intermediary, such Borrower shall as Lender may specify either (1) execute and deliver, and cause to be executed and delivered to Lender, an Investment Property Control Agreement with respect thereto duly authorized, executed and delivered by such Borrower and such securities intermediary or commodity intermediary or (2) arrange for Lender to become the entitlement holder with respect to such investment property on terms and conditions acceptable to Lender.

(f)Except as set forth in Schedule 5.2(f) hereto, no Borrower is the beneficiary of, or is otherwise directly entitled to any right to payment under any letter of credit, banker’s acceptance or similar instrument as of the date hereof, except as set forth in the Information Certificates. In the event that any Borrower shall be entitled to or shall receive any direct right to payment under any letter of credit, banker’s acceptance or any similar instrument, whether as beneficiary thereof or otherwise after the date hereof, such Borrower shall promptly notify Lender thereof in writing. Such Borrower shall immediately, as Lender may specify, either (i) deliver, or cause to be delivered to Lender, with respect to any such letter of credit, banker’s acceptance or similar instrument, the written agreement of the issuer and any other nominated person obligated to make any payment in respect thereof (including any confirming or negotiating bank), in form and substance satisfactory to Lender, consenting to the assignment of the proceeds of the letter of credit to Lender by such Borrower and agreeing to make all payments thereon directly to Lender or as Lender may otherwise direct or (ii) cause Lender to become, at such Borrower’s expense, the transferee beneficiary of the letter of credit, banker’s acceptance or similar instrument (as the case may be).

(g)As of the date hereof, no Borrower has any commercial tort claims in which the amount claimed by such Borrower is in excess of Two Hundred Fifty Thousand Dollars ($250,000). In the event that any Borrower shall at any time after the date hereof have any commercial tort claims in which the amount claimed by such Borrower is in excess of Two Hundred Fifty Thousand Dollars ($250,000), such Borrower shall promptly notify Lender thereof in writing, which notice shall (i) set forth in reasonable detail the basis for and nature of such commercial tort claim and (ii) include the express grant by such Borrower to Lender of a security interest in such commercial tort claim (and the proceeds thereof). In the event that such notice does not include such grant of a security interest, the sending thereof by such Borrower to Lender shall be deemed to constitute such grant to Lender. Upon the sending of such notice, any commercial tort claim described therein shall constitute part of the Collateral and shall be deemed included therein. Without limiting the authorization of Lender provided in Section 5.2(a) hereof or otherwise arising by the execution by Borrowers of this Agreement or any of the other Financing Agreements, Lender is hereby irrevocably authorized from time to time and at

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any time to file such financing statements naming Lender or its designee as secured party and any Borrower as debtor, or any amendments to any financing statements, covering any such commercial tort claim as Collateral. In addition, each Borrower shall promptly upon Lender’s request, execute and deliver, or cause to be executed and delivered, to Lender such other agreements, documents and instruments as Lender may require in connection with such commercial tort claim.

(h)No Borrower has any Goods, documents of title or other Collateral in the custody, control or possession of a third party as of the date hereof, except as set forth in the Information Certificates and except for Goods located in the United States in transit to a location of a Borrower permitted herein in the ordinary course of such Borrower’s business in the possession of the carrier transporting such Goods. In the event that any Goods, documents of title or other Collateral are at any time after the date hereof in the custody, control or possession of any other person not referred to in the Information Certificates or such carriers, each Borrower shall promptly notify Lender thereof in writing. Promptly upon Lender’s request, such Borrower shall deliver to Lender a Collateral Access Agreement duly authorized, executed and delivered by such person and such Borrower.

(i)Each Borrower shall take any other actions reasonably requested by Lender from time to time to cause the attachment, perfection and first priority of, and the ability of Lender to enforce, the security interest of Lender in any and all of the Collateral, including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC or other applicable law, to the extent, if any, that such Borrower’s signature thereon is required therefor, (ii) causing Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Lender to enforce, the security interest of Lender in such Collateral, (iii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender to enforce, the security interest of Lender in such Collateral, and (iv) obtaining the consents and approvals of any Governmental Authority or third party, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, and taking all actions required by any earlier versions of the UCC or by other law, as applicable in any relevant jurisdiction.

SECTION 6.  COLLECTION AND ADMINISTRATION.

6.1Borrowers’ Loan Account. Lender shall maintain one or more loan account(s) on its books in which shall be recorded (a) all Loans, all Letter of Credit Accommodations and all other Obligations and the Collateral, (b) all payments made by or on behalf of a Borrower and (c) all other appropriate debits and credits as provided in this Agreement, including, without limitation, fees, charges, costs, expenses and interest. All entries in the loan account(s) shall be made in accordance with Lender’s customary practices as in effect from time to time.

6.2Statements. Lender shall render to Borrowers each month a statement setting forth the balance in each Borrower’s loan account(s) maintained by Lender for Borrowers pursuant to the provisions of this Agreement, including principal, interest, fees, costs and expenses. Each such statement shall be subject to subsequent adjustment by Lender but shall,

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absent manifest errors or omissions, be considered correct and deemed accepted by each Borrower and conclusively binding upon each Borrower as an account stated except to the extent that Lender receives a written notice from Borrowers of any specific exceptions of Borrowers thereto within thirty (30) days after the date such statement has been mailed by Lender. Until such time as Lender shall have rendered to Borrowers a written statement as provided above, the balance in any Borrower’s loan account(s) shall be presumptive evidence of the amounts due and owing to Lender by such Borrower.

6.3Collection of Accounts.

(a)Each Borrower shall establish and maintain, at its expense, a blocked account or lockboxes and related blocked accounts (in either case, each a “Blocked Account” and collectively the “Blocked Accounts”), as Lender may specify, with such bank or banks as are acceptable to Lender into which such Borrower shall promptly, and any other Subsidiary of GLC may, deposit and direct its account debtors to directly remit all payments on Receivables and all other payments constituting proceeds of Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Each Borrower shall deliver, or cause to be delivered to Lender, a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time shall cause Lender, with its consent, to become bank’s customer with respect to the Blocked Accounts and promptly upon Lender’s request, such Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of other Collateral or otherwise (other than the proceeds of accounts receivable or other property of any subsidiary of GLC that is not a Borrower or Obligor) shall be treated as payments to Lender in respect of the Obligations (to the extent of the outstanding Obligations) and as proceeds of Collateral.

(b)For purposes of calculating the amount of the Loans available to a Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan account(s) on such day, and if not, then on the next Business Day. For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit the Borrowers’ loan account(s) on such day, and if not then on the next Business Day. If no monetary obligations by any Borrower are outstanding on any day, but monetary obligations under the UK Facility are outstanding, or any Letter of Credit Accommodations or UK Letter of Credit Accommodations are outstanding on such day, Borrowers shall pay interest at the applicable rate set forth in Section 3.1 on the amount of any payments or other funds that are received by Lender (irrespective of the characterization of whether receipts are owned by Lender or any Borrower) for such day. If no monetary obligations under this Agreement or the UK

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Facility are outstanding and no Letter of Credit Accommodations or UK Letter of Credit Accommodations are outstanding on any day, no interest shall be charged to Borrowers on the amount of any payments or other funds that are received by Lender for such day.

(c)Each Borrower and all of its Affiliates, Subsidiaries, shareholders, directors, employees or agents shall, holding the same in trust for Lender, receive, as the property of Lender, any monies, cash, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall any such monies, checks, notes, drafts or other payments be commingled with any Borrower’s own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender’s payments to or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender’s gross negligence or willful misconduct (as determined pursuant to a final, non-appealable order of a court of competent jurisdiction). The obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

6.4Payments.

(a)All Obligations shall be payable to the Lender Payment Account as provided in Section 6.3 or such other place as Lender may designate from time to time. Lender shall apply payments received or collected from any Borrower or for the account of any Borrower (including the monetary proceeds of collections or of realization upon any Collateral) as follows: first, to pay any fees, indemnities or expense reimbursements then due to Lender from any Borrower; second, to pay interest due in respect of any Loans; third, to pay principal due in respect of the Loans; fourth, to pay or prepay any other Obligations whether or not then due, in such order and manner as Lender determines. Notwithstanding anything to the contrary contained in this Agreement, (i) unless so directed by Borrowers, or unless a Default or an Event of Default shall exist or have occurred and be continuing, Lender shall not apply any payments which it receives to any Eurodollar Rate Loans, except (A) on the expiration date of the Interest Period applicable to any such Eurodollar Rate Loans, or (B) in the event that there are no outstanding Prime Rate Loans (provided that any compensation payable under Section 3.6(b) hereof shall be limited to the amount by which, after giving effect to any such prepayment of Eurodollar Rate Loans and the borrowing of Eurodollar Rate Loans on the same Business Day, the amount of outstanding Eurodollar Rate Loans at the end of that Business Day is less than at the beginning of that Business Day) and (ii) to the extent any Borrower uses any proceeds of the Loans or Letter of Credit Accommodations to acquire rights in or the use of any Collateral or to repay any Indebtedness used to acquire rights in or the use of any Collateral, payments in respect of the obligations shall be deemed applied first to the Obligations arising from Loans and Letter of Credit Accommodations that were not used for such purposes and second to the Obligations arising from Loans and Letter of Credit Accommodations the proceeds of which were used to acquire rights in or the use of any Collateral in the chronological order in which Borrower acquired such rights or use.

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(b)At Lender’s option, all principal, interest, fees, costs, expenses and other charges provided for in this Agreement or the other Financing Agreements may be charged directly to the loan account(s) of any Borrower. Each Borrower shall make all payments to Lender on the Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. If after receipt of any payment of, or proceeds of Collateral applied to the payment of, any of the Obligations, Lender is required to surrender or return such payment or proceeds to any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by Lender. Each Borrower shall be liable to pay to Lender, and does hereby indemnify and hold Lender harmless for the amount of any payments or proceeds surrendered or returned. This Section 6.4 shall remain effective notwithstanding any contrary action which may be taken by Lender in reliance upon such payment or proceeds. This Section 6.4 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

6.5Authorization to Make Loans. Lender is authorized to make the Loans and provide the Letter of Credit Accommodations based upon telephonic or other instructions received from anyone purporting to be an officer of a Borrower or other authorized person or, at the discretion of Lender, if such Loans are necessary to satisfy any Obligations. All requests for Loans or Letter of Credit Accommodations hereunder shall specify the date on which the requested advance is to be made or Letter of Credit Accommodations established (which day shall be a Business Day) and the amount of the requested Loan. Requests received after 10:30 a.m. (Los Angeles time) on any day shall be deemed to have been made as of the opening of business on the immediately following Business Day. All Loans and Letter of Credit Accommodations under this Agreement shall be conclusively presumed to have been made to, and at the request of and for the benefit of, Borrowers when deposited to the credit of any Borrower or otherwise disbursed or established in accordance with the instructions of any Borrower or in accordance with the terms and conditions of this Agreement.

6.6Use of Proceeds. All Loans made or Letter of Credit Accommodations provided by Lender to any Borrower pursuant to the provisions hereof shall be used by each Borrower only for general operating, working capital and other proper corporate purposes of such Borrower not otherwise prohibited by the terms hereof. None of the proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security or for the purposes of reducing or retiring any Indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended.

SECTION 7.  COLLATERAL REPORTING AND COLLATERAL COVENANTS.

7.1Collateral Reporting.

(a)Borrowers shall provide Lender with the following documents in a form satisfactory to Lender:

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(i)on a weekly basis, on or before the Wednesday of such week for the immediately preceding calendar week or more frequently as Lender may request, reports reflecting paid and unpaid excise and duty taxes for goods shipped by each Borrower, a schedule of Accounts of each Borrower, sales made, credits issued and cash received by each Borrower;

(ii)on a monthly basis, on or before the tenth (10^th) Business Day of such month for the immediately preceding month or more frequently as Lender may request, separate agings of billed and unbilled accounts receivable, detailed information on unbilled Accounts, agings of accounts payable, lease payables and other payables of each Borrower;

(iii)upon Lender’s reasonable request, (i) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements of each Borrower, (ii) copies of shipping and delivery documents of each Borrower, and (iii) copies of purchase orders, invoices and delivery documents for Equipment acquired by each Borrower; and

(iv)such other reports as to the Collateral or other property which is security for the Obligations as Lender shall reasonably request from time to time.

(b)If any of any Borrower’s records or reports of the Collateral or other property which is security for the Obligations are prepared or maintained by an accounting service, contractor, shipper or other agent, each Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

(c)In any report provided to Lender pursuant to Section 1.89 hereof with respect to any Borrower’s accounts payable, Borrowers agree that any notation in such report, or oral confirmation to Lender, to the effect that checks have been issued for the payment of such accounts, that payment has been made in due course or words of similar import shall be deemed a representation and warranty that such checks have been issued and deposited in the United States mail or other nationally recognized courier service.

7.2Accounts Covenants.

(a)Borrowers shall notify Lender promptly of: (i) any material delay in any Borrower’s performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower’s knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor except in the ordinary course of a Borrower’s business in accordance with past practices and policies. So long as no Event of Default exists or has occurred and is continuing, a Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor in the ordinary course of such Borrower’s business. At any time that an Event of Default exists or has

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occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances and no Borrower shall, upon Lender’s request, issue any credits, discounts or allowances with respect to any Account without Lender’s prior written consent.

(b)With respect to each Account; (i) the amounts shown on any invoice delivered to Lender or schedule thereof delivered to Lender shall be true and complete, (ii) no payments shall be made thereon except payments immediately delivered to Lender pursuant to the terms of this Agreement, (iii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor except as reported to Lender in accordance with this Agreement and except for credits, discounts, allowances or extensions made or given in the ordinary course of a Borrower’s business in accordance with practices and policies previously disclosed to Lender, (iv) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Lender in accordance with the terms of this Agreement, (v) none of the transactions giving rise thereto will violate any applicable foreign, Federal, State or local laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms and (vi) if such Account is a Eligible Unbilled Account, a Borrower has completed shipment of goods and/or the rendition of services which gave rise thereto in accordance with the terms and provisions contained in any documents related thereto.

(c)Lender shall have the right at any time or times, in Lender’s name or in the name of a nominee of Lender, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, facsimile transmission or otherwise.

7.3Equipment Covenants. With respect to the Equipment;

(a)upon Lender’s request, each Borrower shall, at its expense, at any time or times as Lender may request on or after an Event of Default, deliver or cause to be delivered to Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to Lender by an appraiser acceptable to Lender, addressed to Lender or upon which Lender is expressly permitted to rely;

(b)each Borrower shall diligently and promptly do all acts reasonably necessary to deliver to Lender the original certificates of title of all motor vehicles of such Borrower and to note Lender as the first priority lienholder thereon, which acts shall include curing any deficiency to any documents or instruments necessary to evidence Lender’s security interest within ten (10) days after written notice of such deficiency by Lender;

(c)each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted);

(d)each Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws;

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(e)the Equipment is and shall be used in a Borrower’s business and not for personal, family, household or farming use;

(f)no Borrower shall remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of a Borrower or to move Equipment directly from one such location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of a Borrower in the ordinary course of business;

(g)the Equipment is now and shall remain personal property and no Borrower shall permit any of the Equipment to be or become a part of or affixed to real property; and

(h)each Borrower assumes all responsibility and liability arising from the use of the Equipment.

7.4Power of Attorney. Each Borrower hereby irrevocably designates and appoints Lender (and all persons designated by Lender) as such Borrower’s true and lawful attorney-in-fact, and authorizes Lender, in a Borrower’s or Lender’s name, to:

(a)at any time an Event of Default exists or has occurred and is continuing: (i) demand payment on Receivables or other Collateral; (ii) enforce payment of Receivables by legal proceedings or otherwise; (iii) exercise all of such Borrower’s rights and remedies to collect any Receivables or other Collateral; (iv) sell or assign any Receivable upon such terms, for such amount and at such time or times as the Lender deems advisable; (v) settle, adjust, compromise, extend or renew an Account; (vi) discharge and release any Receivable; (vii) prepare, file and sign such Borrower’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any Receivables or other Collateral; (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral to an address designated by Lender, and open and dispose of all mail addressed to any Borrower and handle and store all mail relating to the Collateral; and (ix) do all acts and things which are necessary, in Lender’s determination, to fulfill such Borrower’s obligations under this Agreement and the other Financing Agreements; and

(b)at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse any Borrower’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Lender and deposit the same in Lender’s account for application to the Obligations, (iv) endorse any Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in any Borrower’s name, Lender’s name or the name of Lender’s designee, and to sign and deliver to

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customs officials powers of attorney in any Borrower’s name for such purpose, and to complete in any Borrower’s or Lender’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (vi) sign any Borrower’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. Each Borrower hereby releases Lender and its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of Lender’s own gross negligence or willful misconduct (as determined pursuant to a final non-appealable order of a court of competent jurisdiction).

7.5Right to Cure. Lender may, at its option, (a) upon notice to the relevant Borrower, cure any default by such Borrower under any material agreement with a third party that affects the Collateral, its value or the ability of Lender to collect, sell or otherwise dispose of the Collateral or the rights and remedies of Lender therein or the ability of such Borrower to perform its obligations hereunder or under the other Financing Agreements, (b) pay or bond on appeal any judgment entered against any Borrower, (c) discharge taxes, liens, security interests or other encumbrances at any time levied on or existing with respect to the Collateral and (d) pay any amount, incur any expense or perform any act which, in Lender’s judgment, is necessary or appropriate to preserve, protect, insure or maintain the Collateral and the rights of Lender with respect thereto. Lender may add any amounts so expended to the Obligations and charge any Borrower’s account therefor, such amounts to be repayable by such Borrower on demand. Lender shall be under no obligation to effect such cure, payment or bonding and shall not, by doing so, be deemed to have assumed any obligation or liability of any Borrower. Any payment made or other action taken by Lender under this Section 7.5 shall be without prejudice to any right to assert an Event of Default hereunder and to proceed accordingly.

7.6Access to Premises. From time to time as requested by Lender, at the cost and expense of Borrowers, (a) Lender or its designee shall have complete access to all of each Borrower’s premises during normal business hours and after notice to Borrowers, or at any time and without notice to Borrowers if an Event of Default exists or has occurred and is continuing, for the purposes of inspecting, verifying and auditing the Collateral and all of any Borrower’s books and records, including, without limitation, the Records, and (b) each Borrower shall promptly furnish to Lender such copies of such books and records or extracts therefrom as Lender may request, and (c) Lender or its designee may use during normal business hours such of any Borrower’s personnel, equipment, supplies and premises as may be reasonably necessary for the foregoing and if an Event of Default exists or has occurred and is continuing for the collection of Receivables and realization of other Collateral.

SECTION 8.  REPRESENTATIONS AND WARRANTIES.

Each Borrower hereby represents and warrants to Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which are a continuing condition of the making of Loans and the providing of Letter of Credit Accommodations by Lender to any Borrower:

8.1Corporate/Company Existence, Power and Authority; Subsidiaries. Each Borrower is a corporation duly organized and in good standing under the laws of its state of

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incorporation or organization, as the case may be, and is duly qualified as a foreign corporation or limited liability company, as the case may be, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on a Borrower’s financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. To the best of Borrowers’ knowledge, attached as Schedule 8.1 hereto, is a true and correct organizational chart of GLC and any Subsidiaries with assets in excess of Ten Thousand Dollars ($10,000) as of the date hereof. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s corporate or company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of such Borrower’s certificate of incorporation, by-laws, articles of formation, operating agreement or other organizational documentation, as the case may be, or any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower other than under this Agreement and the other Financing Agreements. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms. No Borrower has any Subsidiaries with assets in excess of Ten Thousand Dollars ($10,000) except as set forth on Schedule 8.1 attached hereto.

8.2Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or GLC which have been delivered under the Original Loan Agreement have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include any notes) and fairly present, in all material respects, the financial condition and the results of operations of GLC and its Subsidiaries as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements so furnished, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of any Borrower or GLC, since the date of the most recent audited financial statements so furnished.

8.3Name; State of Organization; Chief Executive Office; Collateral Locations.

(a)The exact legal name of each Borrower is as set forth on the signature page of this Agreement and in the Information Certificate. No Borrower has, during the past five years, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Information Certificate.

(b)Each Borrower is an organization of the type, and organized in the jurisdiction, set forth in such Borrower’s Information Certificate. The Information Certificates accurately set forth the organizational identification number of each Borrower or accurately state that such Borrower has none and accurately set forth the federal employer identification number of each Borrower.

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(c)The chief executive office and mailing address of each Borrower and such Borrower’s Records concerning Accounts are located only at the address identified as such in such Borrower’s Information Certificate and its only other places of business and the only other locations of Collateral, if any, are the addresses set forth in such Borrower’s Information Certificate, subject to the right of Borrower to establish new locations in accordance with Section 9.2 below. Each Borrower’s Information Certificate correctly identifies any of such locations which are not owned by such Borrower and sets forth the owners and/or operators thereof.

8.4Priority of Liens; Title to Properties. The security interests and liens granted to Lender under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to the liens indicated on Schedule 8.4 hereto and the other liens permitted under Section 9.8 hereof. Each Borrower has valid leasehold interests in all of its real property (it being understood that ACI and LEP occupy premises leased by GLA) and good, valid and merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except those granted to Lender and such others as are specifically listed on Schedule 8.4 hereto or permitted under Section 9.8 hereof.

8.5Tax Returns. Each Borrower has filed, or caused to be filed, in a timely manner all tax returns, reports and declarations which are required to be filed by it (without requests for extension except as previously disclosed in writing to Lender). All information in such tax returns, reports and declarations is complete and accurate in all material respects. Each Borrower has paid or caused to be paid all taxes due and payable or claimed due and payable in any assessment received by it, except taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower and with respect to which adequate reserves have been set aside on its books. Adequate provision has been made for the payment of all accrued and unpaid Federal, State, county, local, foreign and other taxes whether or not yet due and payable and whether or not disputed.

8.6Litigation. Except as set forth on the Information Certificate of such Borrower, there is no present investigation by any Governmental Authority pending, or to the best of any Borrower’s knowledge threatened, against or affecting any Borrower, its assets or business and there is no action, suit, proceeding or claim by any Person pending, or to the best of any Borrower’s knowledge threatened, against any Borrower or its assets or goodwill, or against or affecting any transactions contemplated by this Agreement, which has a material possibility (as reasonably determined by Lender) of being adversely determined against any Borrower, and if adversely determined against such Borrower would result in any material adverse change in the assets, business or condition (financial or otherwise) of such Borrower or would impair the ability of such Borrower to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce any Obligations or realize upon any Collateral.

8.7Compliance with Other Agreements and Applicable Laws. No Borrower is in default under, or in violation of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and each Borrower is in compliance with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local Governmental Authority

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where such non-compliance would result in any material adverse change in the assets, business or condition (financial or otherwise) of such Borrower or would impair the ability of such Borrower to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce any Obligations or realize upon any Collateral.

8.8Environmental Compliance.

(a)Except as set forth on Schedule 8.8 hereto, no Borrower or any Subsidiary of such Borrower has generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its premises (whether or not owned by it) in any manner which at any time violates any applicable Environmental Law or any license, permit, certificate, approval or similar authorization thereunder and the operations of each Borrower and each Subsidiary of such Borrower complies in all material respects with all Environmental Laws and all licenses, permits, certificates, approvals and similar authorizations thereunder.

(b)Except as set forth on Schedule 8.8 hereto, there has been no investigation, proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of any Borrower’s knowledge threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by any Borrower or any Subsidiary of such Borrower or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, which affects any Borrower or its business, operations or assets or any properties at which any Borrower has transported, stored or disposed of any Hazardous Materials.

(c)No Borrower or any Subsidiary of any Borrower has material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials.

(d)Each Borrower and each Subsidiary of each Borrower has all licenses, permits, certificates, approvals or similar authorizations required to be obtained or filed in connection with the operations of such Borrower under any Environmental Law and all of such licenses, permits, certificates, approvals or similar authorizations are valid and in full force and effect.

8.9Employee Benefits.

(a)Except as set forth in Schedule 8.9 hereto, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and to the best of each Borrower’s knowledge, nothing has occurred which would cause the loss of such qualification. Each Borrower and its ERISA Affiliates have made all required contributions to any Plan subject to Section 412 of the Code,

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and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b)There are no pending or, to the best of each Borrower’s knowledge, threatened, claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(c)(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) the current value of each Plan’s assets (determined in accordance with the assumptions used for funding such Plan pursuant to Section 412 of the Code) are not less than such Plan’s liabilities under Section 400l(a)(16) of ERISA; (iii) no Borrower or any of its ERISA Affiliates have incurred, nor do any of them reasonably expect to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Borrower or any of its ERISA Affiliates have incurred, nor do any of them reasonably expect to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Borrower or any of its ERISA Affiliates have engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

8.10Intellectual Property. Each Borrower owns or licenses or otherwise has the right to use all Intellectual Property necessary for the operation of its business as presently conducted or proposed to be conducted. As of the date hereof, no Borrower has any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described in such Borrower’s Information Certificate and has not granted any licenses with respect thereto other than as set forth in such Information Certificate. No event has occurred which permits or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights. To the best of each Borrower’s knowledge, as of the date hereof no slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods bearing or using any Intellectual Property presently contemplated to be sold by or employed by such Borrower infringes any patent, trademark, servicemark, tradename, copyright, license or other Intellectual Property owned by any other Person presently and no claim or litigation is pending or threatened against or affecting such Borrower contesting its right to sell or use any such Intellectual Property. The Information Certificate of each Borrower sets forth all of the agreements or other arrangements of such Borrower pursuant to which such Borrower has a license or other right to use any trademarks, logos, designs, representations or other Intellectual Property owned by another Person as in effect on the date hereof and the dates of the expiration of such agreements or other arrangements of such Borrower as in effect on the date hereof (collectively, together with such agreements or other arrangements as may be entered into by such Borrower after the date hereof other than licenses related to commercially available software or embedded software, collectively, the “License Agreements” and individually, a “License Agreement”). No trademark, servicemark or other Intellectual Property at any time used by any Borrower which is owned by another Person, or owned by such Borrower subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any Person other than Lender, is

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affixed to any Eligible Inventory, except to the extent permitted under the terms of the License Agreements listed in such Borrower’s Information Certificate.

8.11Subsidiaries; Affiliates; Capitalizations; Solvency.

(a)No Borrower has any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in such Borrower’s Information Certificate, subject to the right of each Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof.

(b)Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of the each of its Subsidiaries listed in such Borrower’s Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares.

(c)The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the Persons indicated in the Information Certificates, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender prior to the date hereof.

(d)As of the date hereof, each Borrower is Solvent.

8.12Labor Disputes.

(a)Set forth in Schedule 8.12 hereto is a list (including dates of termination) of all collective bargaining or similar agreements between or applicable to each Borrower and any union, labor organization or other bargaining agent in respect of the employees of such Borrower on the date hereof.

(b)There is (i) no significant unfair labor practice complaint pending against any Borrower or, to the best of each Borrower’s knowledge, threatened against it, before the National Labor Relations Board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending on the date hereof against any Borrower or, to best of each Borrower’s knowledge, threatened against it, and (ii) no significant strike, labor dispute, slowdown or stoppage is pending against any Borrower or, to the best of each Borrower’s knowledge, threatened against such Borrower.

8.13Restrictions on Subsidiaries. Except for restrictions contained in this Agreement or any other agreement with respect to Indebtedness of a Borrower permitted hereunder as in effect on the date hereof, there are no contractual or consensual restrictions on any Borrower or any of its Subsidiaries which prohibit or otherwise restrict (a) the transfer of cash or other assets (i) between such Borrower and any of its Subsidiaries or (ii) between any Subsidiaries of such

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Borrower or (b) the ability of such Borrower or any of its Subsidiaries to incur Indebtedness or grant security interests to Lender in the Collateral.

8.14Material Contracts. Schedule 8.14 hereto sets forth all Material Contracts to which each Borrower is a party or is bound as of the date hereof. Each Borrower has delivered true, correct and complete copies of such Material Contracts to Lender on or before the date hereof.

8.15Accuracy and Completeness of Information. All information furnished by or on behalf of any Borrower or GLC in writing to Lender in connection with this Agreement or any of the other Financing Agreements or any transaction contemplated hereby or thereby, including, without limitation, all information on the Information Certificate of any Borrower is true and correct in all material respects on the date as of which such information is dated or certified and does not omit any material fact necessary in order to make such information not misleading. No event or circumstance has occurred which has had or could reasonably be expected to have a material adverse affect on the business, assets or condition (financial or otherwise) of any Borrower, which has not been fully and accurately disclosed to Lender in writing.

8.16Survival of Warranties; Cumulative. All representations and warranties contained in this Agreement or any of the other Financing Agreements shall survive the execution and delivery of this Agreement and shall be deemed to have been made again to Lender on the date of each additional borrowing or other credit accommodation hereunder and shall be conclusively presumed to have been relied on by Lender regardless of any investigation made or information possessed by Lender. The representations and warranties set forth herein shall be cumulative and in addition to any other representations or warranties which any Borrower shall now or hereafter give, or cause to be given, to Lender pursuant to any Financing Document.

SECTION 9.  AFFIRMATIVE AND NEGATIVE COVENANTS.

9.1Maintenance of Existence.

(a)Each Borrower shall at all times preserve, renew and keep in full, force and effect its corporate or company existence and rights and franchises with respect thereto and maintain in full force and effect all permits, licenses, trademarks, trade names, approvals, authorizations, leases and contracts necessary to carry on the business as presently or proposed to be conducted.

(b)No Borrower shall change its name unless each of the following conditions is satisfied: (i) Lender shall have received not less than thirty (30) days prior written notice from such Borrower of such proposed change in its corporate name, which notice shall accurately set forth the new name; and (ii) Lender shall have received a copy of the amendment to the articles or certificate of formation or incorporation, as the case may be, of such Borrower providing for the name change certified by the Secretary of State of the jurisdiction of incorporation or organization of such Borrower as soon as it is available.

(c)No Borrower shall change its chief executive office or its mailing address or organizational identification number (or if it does not have one, shall not acquire one) unless Lender shall have received not less than thirty (30) days’ prior written notice from such

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Borrower of such proposed change, which notice shall set forth such information with respect thereto as Lender may require and Lender shall have received such agreements as Lender may reasonably require in connection therewith. No Borrower shall change its type of organization, jurisdiction of organization or other legal structure.

9.2New Collateral Locations. A Borrower may open any new location within the continental United States provided Borrowers: (a) give Lender thirty (30) days prior written notice of the intended opening of any such new location; and (b) execute and deliver, or cause to be executed and delivered, to Lender such agreements, documents, and instruments as Lender may deem reasonably necessary or desirable to protect its interests in the Collateral at such location.

9.3Compliance with Laws, Regulations, Etc.

(a)Each Borrower shall, and shall cause each of its Subsidiaries to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including, without limitation, ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws where such noncompliance would result in a material adverse effect on the assets, business or condition (financial or otherwise) of such Borrower or would materially impair the ability of such Borrower to perform its obligations under the Financing Agreements to which it is a party or of Lender to enforce any Obligations or realize upon the Collateral.

(b)Each Borrower shall give written notice to Lender immediately upon such Borrower’s receipt of any notice of, or such Borrower otherwise obtaining knowledge of:

(i)the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material; or

(ii)any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by any Borrower; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material; or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials other than in the ordinary course of and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by each Borrower to Lender. Each Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.

(c)Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is any material non-compliance, or any condition which requires any action by or on behalf of any Borrower in order to avoid any material non-

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compliance, with any Environmental Law, Borrowers shall, at Lender’s request and Borrowers’ expense:  (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where a Borrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or such Borrower’s response thereto or the estimated costs thereof, shall change in any material respect.

(d)Each Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower and the preparation and implementation of any closure, remedial or other required plans.  All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

9.4Payment of Taxes and Claims.  Each Borrower shall, and shall cause its Subsidiaries to, duly pay and discharge all taxes, assessments, contributions and governmental charges upon or against it or its properties or assets, except for taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or such Subsidiary, as the case may be, and with respect to which adequate reserves have been set aside on its books.  Each Borrower shall be liable for any tax or penalties imposed on Lender as a result of the financing arrangements provided for herein and each Borrower agrees to indemnify and hold Lender harmless with respect to the foregoing, and to repay to Lender on demand the amount thereof, and until paid by such Borrower such amount shall be added and deemed part of the Loans, provided, that, nothing contained herein shall be construed to require any Borrower to pay any income or franchise taxes attributable to the income of Lender from any amounts charged or paid hereunder to Lender.  The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

9.5Insurance.  Each Borrower shall, and shall cause its Subsidiaries to, at all times, maintain with financially sound and reputable insurers insurance with respect to the Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations of established reputation engaged in the same or similar businesses and similarly situated.  Each Borrower shall finish certificates, policies or endorsements to Lender as Lender shall require as proof of such insurance, and, if any Borrower fails to do so, Lender is authorized, but not required, to obtain such insurance at the expense of such Borrower.  All policies shall provide for at least thirty (30) days prior written notice to Lender of any cancellation or material reduction of coverage.  Each Borrower shall cause Lender to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and each Borrower shall obtain non-contributory lender’s loss payable endorsements to all casualty insurance policies in from and substance

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satisfactory to Lender. Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to Lender as its interests may appear and further specify that Lender shall be paid regardless of any act or omission by Borrower or any of its Affiliates. At its option, Lender may apply any insurance proceeds received by Lender at any time to the cost of repairs or replacement of Collateral and/or to payment of the Obligations, whether or not then due, in any order and in such manner as Lender may determine or hold such proceeds as cash collateral for the Obligations.

9.6Financial Statements and Other Information.

(a)Each Borrower shall, and shall cause each of its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower and its Subsidiaries in accordance with GAAP. Without limiting any other provision of this Agreement, Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated and consolidating financial statements of each Borrower and of GLC and its Subsidiaries (including in each case balance sheets, statements of income and loss and statements of cash flow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of such entities as of the end of and through such month, certified to be correct by the chief financial officer of each such entity, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule, in form reasonably satisfactory to Lender, of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the terms and conditions of this Agreement for such month, including the covenants set forth in Sections 9.20 and 9.21 hereof, and (ii) within one hundred twenty (120) days after the end of each fiscal year, audited consolidated financial statements of GLC and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of such entities as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be a nationally recognized independent accounting firm or, if not, another independent accounting firm selected by such entities and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of such entities as of the end of and for the fiscal year then ended.

(b)Borrowers shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in any Borrower’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any order, judgment or decree in excess of One Million Dollars ($1,000,000) having been entered against any Borrower or any Borrower’s properties or assets, (iii) any notification of a violation of any law or regulation received by any Borrower, (iv) any ERISA Event, and (v) the occurrence of any Default or Event of Default.

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(c)Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all financial reports which GLC sends to its stockholders generally.

(d)Borrowers shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information in respect of the Collateral and the business of any Borrower, as Lender may, from time to time, reasonably request and to notify the auditors and accountants of such Borrower that Lender is authorized to obtain such information directly from them. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the business of any Borrower to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Each Borrower hereby irrevocably authorizes and directs all accountants or auditors to deliver to Lender, at Borrowers’ expense, copies of the financial statements of any Borrower and any reports or management letters prepared by such accountants or auditors on behalf of any Borrower and to disclose to Lender such information as they may have regarding the business of any Borrower. Any information provided to Lender pursuant to this Section 9.6(d) shall be subject to the provisions of Section 12.8 hereof. Any documents, schedules, invoices or other papers delivered to Lender may be destroyed or otherwise disposed of by Lender one (1) year after the same are delivered to Lender, except as otherwise designated by Borrowers to Lender in writing.

9.7Sale of Assets, Consolidation, Merger, Dissolution, Etc. No Borrower shall, nor permit any of its Subsidiaries to, directly or indirectly:

(a)merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it;

(b)sell, assign, lease, transfer or otherwise dispose of any Capital Stock or Indebtedness to any other Person or any of its assets to any other Person except for:

(i)sales of Inventory in the ordinary course of business;

(ii)the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Lender and (B) such sales do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any fiscal year of Borrowers;

(iii)sales of assets, Capital Stock or Indebtedness to another Borrower;

(iv)the issuance and sale by a Borrower of Capital Stock of such Borrower after the date hereof; provided, that (A) Lender shall have received not less than ten (10) Business Days prior written notice of such issuance and sale by such Borrower, which notice shall specify the parties to whom such shares are to be sold, the terms of such sale, the total amount which is anticipated will be realized from the issuance and sale of such stock and the net cash proceeds which it is anticipated will be received by such Borrower from such sale, (B) such Borrower shall not be required to pay any cash dividends or repurchase or redeem such Capital Stock or make any other payments in respect thereof prior to one (1) year after the maturity of this Agreement, (C) the terms of such Capital Stock, and the terms and conditions of

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the purchase and sale thereof, shall not include any terms that include any limitation on the right of such Borrower to request or receive Loans or Letter of Credit Accommodations or the right of such Borrower to amend or modify any of the terms and conditions of this Agreement or any of the other Financing Agreements or otherwise in any way relate to or affect the arrangements of such Borrower with Lender or are more restrictive or burdensome to such Borrower than the terms of any Capital Stock in effect on the date hereof, and (D) as of the date of such issuance and sale and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and

(v)the disposition of the Capital Stock or assets of MIL provided that (A) as of the date thereof and after giving effect thereto (1) Total Excess Availability shall be no less than Five Million Dollars ($5,000,000) and (2) no Default or Event of Default shall have occurred and be continuing, (B) MIL shall thereafter no longer be a Borrower hereunder for any purposes or otherwise be entitled to any loans hereunder and (C) an amount equal to the amount by which the sum of all Loans and issued Letter of Credit Accommodations then outstanding exceeds the amount available to be borrowed by the remaining Borrowers under Section 2 after giving effect to the exclusion of the Accounts of MIL from such calculation shall immediately be paid to the Lender Payment Account to reduce the Obligations then outstanding;

(c)form any Subsidiaries;

(d)acquire the Capital Stock of any Person in which such Person would become a Subsidiary of such Borrower (other than GIFL);

(e)wind up, liquidate or dissolve; or

(f)agree to do any of the foregoing.

9.8Encumbrances. No Borrower shall, or permit any of its Subsidiaries (other than GIFL) to, create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including, without limitation, the Collateral, except:

(a)the liens and security interests of Lender;

(b)liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or Subsidiary and with respect to which adequate reserves have been set aside on its books;

(c)security deposits in the ordinary course of business;

(d)non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Borrower’s or Subsidiary’s business to the extent;

(i)such Liens secure obligations which are not yet overdue;

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(ii)such liens do not affect Receivables or are otherwise not in imminent danger of foreclosure; or

(iii)such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books;

(e)zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Borrower or Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto;

(f)purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real property to secure Indebtedness permitted under Section 9.9; and

(g)the security interests and liens set forth on Schedule 8.4 hereto or replacements therefor that do not extend to any other property or increase the amounts secured.

9.9Indebtedness. No Borrower shall, or permit any of its Subsidiaries (other than GIFL) to, incur, create, assume, become or be liable in any manner with respect to, suffer or permit to exist, any indebtedness for borrowed money, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any Person, except:

(a)the Obligations;

(b)trade obligations and normal accruals in the ordinary course of business not yet due and payable, or with respect to which such Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and available to such Borrower, and with respect to which adequate reserves have been set aside on its books;

(c)purchase money indebtedness (including Capital Leases) not incurred in violation of any other provision of this Agreement;

(d)unsecured indebtedness of such Borrower arising after the date hereof to any third person (other than indebtedness otherwise permitted under this Section 9.9), provided, that, each of the following conditions is satisfied as determined by Lender: (i) such indebtedness shall be on terms and conditions acceptable to Lender and shall be subject and subordinate in right of payment to the right of Lender to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Lender and such third party, in form and substance satisfactory to Lender, (ii) Lender shall have received not less than ten (10) days prior written notice of the intention of such Borrower to incur such indebtedness, which notice shall set forth in reasonable detail satisfactory

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to Lender the amount of such indebtedness, the person or persons to whom such indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect hereto and such other information as Lender may reasonably request with respect thereto, (iii) Lender shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such indebtedness, (iv) on and before the date of incurring such indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (v) such Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto, except, that, such Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vi) such Borrower shall furnish to Lender all notices or demands in connection with such indebtedness either received by such Borrower or on its behalf promptly after the receipt thereof, or sent by such Borrower or on its behalf concurrently with the sending thereof, as the case may be;

(e)indebtedness of each Borrower set forth on Schedule 9.9 hereto; provided, that, (i) such Borrower may only make regularly scheduled payments of principal and interest in respect of such indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such indebtedness as in effect on the date hereof, (ii) such Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except that, such Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such indebtedness (other than pursuant to payment thereof), or to reduce the interest rate or any fees in connection therewith, or (B) except as otherwise permitted under this Agreement, redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrowers shall furnish to Lender all notices or demands in connection with such indebtedness either received by any Borrower or on its behalf, promptly after the receipt thereof, or sent by any Borrower or on its behalf, concurrently with the sending thereof, as the case may be;

(f)indebtedness owing to another Borrower, GL UK, GLC or GIFL; provided that, no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to the incurrence, creation or assumption of such indebtedness;

(g)other unsecured Indebtedness not exceeding $2,000,000, in the aggregate, for all Borrowers, at any one time outstanding.

9.10Loans, Investments, Etc. No Borrower shall, nor permit any of its Subsidiaries (other than GIFL) to, directly or indirectly, make, or suffer or permit to exist, any loans or advance money or property to any Person, or any investment in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial

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part of the assets or property of any Person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except:

(a)the endorsement of instruments for collection or deposit in the ordinary course of business;

(b)investments in cash or Cash Equivalents, provided, that, (i) no Revolving Loans are then outstanding and (ii) the terms and conditions of Section 5.2 hereof shall have been satisfied with respect to the deposit account or investment account in which such cash or Cash Equivalents are held;

(c)the existing equity investments of such Borrower as of the date hereof in its Subsidiaries, provided, that, such Borrower shall have no obligation to make any other investment in, or loans to, or other payments in respect of, any such Subsidiaries;

(d)any transaction permitted by Section 9.7 hereof;

(e)loans or advances to, or investments in, or purchases or repurchases of the stock, assets or Indebtedness of another Borrower or GL UK or guaranties or the assumption of letter of credit obligations for the benefit of another Borrower or GL UK; provided that, (i) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guaranty or assumption of letter of credit obligation and (ii) such loans, advances, investments, purchases or repurchases do not violate the capitalization requirements of any Borrower, under applicable laws;

(f)loans or advances to GIFL or GLC; provided that, (i) no Default or Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLC, as the case may be, to GL UK and (iv) the aggregate amount of such loans or advances made to GIFL or GLC by any Borrower which shall not in turn have been loaned or advanced by the recipient to GL UK shall not at any time exceed One Million Five Hundred Thousand Dollars ($1,500,000);

(g)loans or advances to GLC (i) for taxes due to be paid by GLC, but only in an amount equal to the portion attributable to Borrowers; (ii) for general and administrative expenses of GLC, such amount not to exceed Five Million Dollars ($5,000,000), in any fiscal year or Three Million Dollars ($3,000,000) in any fiscal quarter; (iii) for other general operating expenses of GLC, in an amount not to exceed Two Million Dollars ($2,000,000) in any fiscal year; and (iv) subject to the restrictions set forth in Section 9.11(b), to enable GLC to pay to the Permitted Holders or their Affiliates the management fees provided for in Section 9.11(b) hereof;

(h)stock or obligations issued to any Borrower by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Borrower in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to Lender, upon

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Lender’s request, together with such stock power, assignment or endorsement by such Borrower as Lender may request;

(i)loans or advances to, or guaranties or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower or GL UK) not to exceed Five Million Dollars ($5,000,000) in the aggregate, for all Borrowers, at any one time outstanding; provided that, (i) no Default or Event of Default has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guaranties or assumption of letter of credit obligations, (ii) such loans, advances, guaranties or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) such loans or advances are evidences by a promissory note or notes, the rights to which have been collateral pledged and delivered, if so requested, to Lender and (iv) such loans advances, guaranties or assumption of letter of credit obligations are made in the ordinary course of Borrowers’ business;

(j)obligations of account debtors to any Borrower arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to such Borrower; provided, that, promptly upon the receipt of the original of any such promissory note by such Borrower, such promissory note shall be endorsed to the order of Lender by such Borrower and promptly delivered to Lender as so endorsed; and

(k)the loans and advances set forth on Schedule 9.10 hereto; provided, that, as to such loans and advances, (i) no Borrower shall, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto and (ii) each Borrower shall furnish to Lender all notices or demands in connection with such loans and advances either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be.

9.11Dividends and Redemptions; Management Fees; Reimbursement.

(a)No Borrower shall, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock of such Borrower now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except in any case in the form of shares of Capital Stock consisting of common stock.

(b)Commencing in fiscal year 2002, Borrowers may collectively pay to GLC or to the Permitted Holders or their Affiliates management fees not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate for any one fiscal year, provided that (i) no Default or Event of Default shall then exist or arise as a result of such payment and (ii) both before and after giving effect to the payment of any such fee, Total Excess Availability less the aggregate amount due on all invoiced trade payables owed by any Borrower to any Person other than an Affiliate of such Borrower that are then forty-five (45) days or more past due (for

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purposes of this calculation payments made by check shall not be deemed made unless such checks shall have cleared as of the date of determination), shall then be no less than Two Million Five Hundred Thousand Dollars ($2,500,000).

(c)Borrowers may collectively reimburse GLC for general and administrative expenses (including insurance premiums) incurred by GLC on behalf of Borrowers or for the Borrowers’ allocable share of such expenses incurred by GLC generally for some or all of its Subsidiaries including any Borrower;

(d)In the event that a draw is made under one or more of the Letter of Credit Accommodations listed on Schedule 9.11(d) hereto by the beneficiary thereof as a result of obligations owing to such beneficiary by any Borrower, such Borrower may reimburse the applicant of such Letter of Credit Accommodation in the amount of such draw. Borrowers agree to provide Lender with notice of any such reimbursement payment, to be given within five (5) Business Days of the date of such payment, which notice shall identify the Letter of Credit Accommodation under which a draw was made and the amount reimbursed to such applicant.

9.12Transactions with Affiliates. No Borrower shall, directly or indirectly, (a) purchase, acquire or lease any property from, or sell, transfer or lease any property to any officer, director, agent or other person affiliated with any Borrower, except in the ordinary course of and pursuant to the reasonable requirements of such Borrower’s business and upon fair and reasonable terms no less favorable to such Borrower than such Borrower would obtain in a comparable arm’s length transaction with an unaffiliated person, or (b) except as provided in Section 9.11(b), make any payments to any officer, employee, natural person shareholder or director of any Borrower of management, consulting or other fees for management or similar services, or of any Indebtedness, owing to such individual except reasonable compensation to officers, employees and directors for services rendered to such Borrower in the ordinary course of business. For this purpose, Affiliate shall not include any other Borrower, any Subsidiary of a Borrower, GL UK, GLC or GIFL.

9.13Compliance with ERISA. Each Borrower shall and shall cause each of its ERISA Affiliates to: (a) maintain each Plan (other than a Multiemployer Plan) in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal and State law; (b) cause each Plan which is qualified under Section 401 (a) of the Code to maintain such qualification; (c) not terminate any of such Plans so as to incur any liability to the Pension Benefit Guaranty Corporation; (d) not allow or suffer to exist any prohibited transaction involving any of such Plans or any trust created thereunder which would subject such Borrower or such ERISA Affiliate to a tax or penalty or other liability on prohibited transactions imposed under Section 4975 of the Code or ERISA; (e) make all required contributions to any Plan which it is obligated to pay under Section 302 of ERISA, Section 412 of the Code or the terms of such Plan; (f) not allow or suffer to exist any accumulated funding deficiency, whether or not waived, with respect to any such Plan; or (g) not allow or suffer to exist any occurrence of a reportable event or any other event or condition which presents a material risk of termination by the Pension Benefit Guaranty Corporation of any such Plan that is a single employer plan, which termination could result in any liability to the Pension Benefit Guaranty Corporation.

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9.14End of Fiscal Years, Fiscal Quarters. Each Borrower shall, for financial reporting purposes, cause its, and each of its Subsidiaries’ (a) fiscal years to end on December 31 of each year and (b) fiscal quarters to end on March 31, June 30, September 30 and December 31 of each year.

9.15Change in Business. No Borrower shall engage in any business other than the business of such Borrower on the date hereof and any business reasonably related, ancillary or complimentary to the business in which such Borrower is engaged on the date hereof.

9.16Limitation of Restrictions Affecting Subsidiaries. No Borrower shall, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Borrower to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Borrower or any Subsidiary of such Borrower; (b) make loans or advances to such Borrower or any Subsidiary of such Borrower, (c) transfer any of its properties or assets to such Borrower or any Subsidiary of such Borrower; or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Borrower or any of its Subsidiaries, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Borrower or its Subsidiary, (v) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Borrower prior to the date on which such Subsidiary was acquired by such Borrower and outstanding on such acquisition date, and (vi) the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Lender than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued.

9.17License Agreements. Each Borrower shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Borrower may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower; provided, that, such Borrower shall give Lender not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Lender prompt written notice of any material License Agreement entered into by such Borrower after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Lender may request, (v) give Lender prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Lender (promptly upon the receipt thereof by such Borrower in the case of a notice to such Borrower, and concurrently with the sending thereof in the case of a notice from such Borrower) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower in connection

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with any material License Agreement which relates to the right of such Borrower to continue to use the property subject to such License Agreement, and (vi) furnish to Lender, promptly upon the request of Lender, such information and evidence as Lender may require from time to time concerning the observance, performance and compliance by such Borrower or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement.

9.18Financial Consultant. Borrowers shall, along with their respective agents and employees, cooperate with the consultant previously hired by Borrowers (the “Consultant”) in connection with the Consultant (a) advising Borrowers as to their respective account collection and account payment activities and (b) making reports regarding such activities directly to Lender.

9.19Minimum Total Excess Availability. From November 8, 2001 through and including April 30, 2002, (i) Total Excess Availability less (ii) the Special Block Amount shall be no less than Five Million Dollars ($5,000,000).

9.20Minimum EBITDA. If on any month end on or after March 31, 2002 average Total Excess Availability for the immediately preceding thirty (30) day period shall then be less than Five Million Dollars ($5,000,000), EBITDA, on a consolidated basis, of GLC and its Subsidiaries (other than MIL, BC and its Subsidiaries), when measured monthly on a year-to-date or rolling twelve-month basis (as indicated below), shall be not less than the amounts set forth below for the periods ending on the dates set forth below:

Year-to-Date Period Ending	Minimum EBITDA
March 31, 2002	$	-5,000,000
April 30, 2002	$	-8,000,000
May 31, 2002	$	-10,000,000
June 30, 2002	$	13,000,000
July 31, 2002	$	-14,300,000
August 31, 2002	$	-15,600,000
September 30, 2002	$	-16,000,000
October 31, 2002	$	-14,700,000
November 30, 2002	$	-14,100,000
December 31, 2002	$	-16,000,000

Twelve-Month Period Ending	Minimum EBITDA
January 31, 2003	$	-16,000,000
February 28, 2003	$	-14,000,000
March 31, 2003	$	-10,000,000
April 30, 2003	$	-8,100,000

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May 31, 2003	$	-6,600,000
June 30, 2003	$	-6,000,000
July 31, 2003	$	-4,500,000
August 31, 2003	$	-3,300,000
September 30, 2003	$	-2,000,000
October 31, 2003	$	0
November 30, 2003	$	2,500,000
December 31, 2003 and each successive twelve-month period	$	5,000,000

9.21Minimum Tangible Net Worth. The Tangible Net Worth of GLC and its Subsidiaries (other than MIL, BC and its Subsidiaries) as of any fiscal quarter end shall not be less than the respective amount set forth below opposite the date of such quarter end:

Quarter Ending	Minimum Tangible Net Worth
March 31, 2002	$	-20,000,000
June 30, 2002	$	-20,000,000
September 30, 2002	$	-20,000,000
December 31, 2002	$	-20,000,000
March 31, 2003 and each quarter ending date thereafter	$	-30,000,000

9.22Costs and Expenses. Each Borrower shall pay to Lender on demand all reasonable costs, expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of the Obligations, Lender’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to:

(a)all costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable);

(b)all costs and expenses and fees for insurance premiums, environmental audits, surveys, assessments, engineering reports and inspections, appraisal fees and search fees;

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(c)costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Blocked Accounts, together with Lender’s customary charges and fees with respect thereto;

(d)charges, fees or expenses charged by any bank or issuer in connection with the Letter of Credit Accommodations;

(e)costs and expenses of preserving and protecting the Collateral;

(f)costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Lender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters);

(g)all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Lender during the course of periodic field examinations of the Collateral and any Borrower’s operations, plus a per diem charge at the rate of One Thousand Dollars ($1000) per person, per day for Lender’s examiners in the field and office; and

(h)the fees and disbursements of counsel (including legal assistants) to Lender in connection with any of the foregoing.

9.23Further Assurances. At the request of Lender at any time and from time to time, each Borrower shall, at its expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be necessary or proper to evidence, perfect, maintain and enforce the security interests and the priority thereof in the Collateral and to otherwise effectuate the provisions or purposes of this Agreement or any of the other Financing Agreements. Lender may at any time and from time to time request a certificate from an officer of any Borrower representing on behalf of such Borrower that all conditions precedent to the making of Loans and providing Letter of Credit Accommodations contained herein are satisfied. In the event of such request by Lender, Lender may, at its option, cease to make any further Loans or provide any further Letter of Credit Accommodations until Lender has received such certificate and, in addition, Lender has determined that such conditions are satisfied.

SECTION 10. EVENTS OF DEFAULT AND REMEDIES.

10.1Events of Default. The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default,” and collectively as “Events of Default”:

(a)any Borrower fails to pay when due any of the Obligations (other than interest or fees due hereunder);

(b)any Borrower fails to pay any interest or fees within three (3) days after such interest or fees become due hereunder; provided that such three (3) day period shall not

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apply in the event that Borrower intentionally diverts payments on Accounts or other proceeds of Collateral from the Blocked Account;

(c)any Borrower fails to perform any of the terms, covenants, conditions or provisions contained in this Agreement or any of the other Financing Agreements and:

(i)such failure shall continue for ten (10) Business Days; provided that, such ten (10) Business Day period shall not apply in the case of (A) any failure to perform a term, covenant, condition or provision which results in the occurrence of an Event of Default addressed in any other provision or paragraph of this Section 10.1, (B) any failure to perform any such term, covenant, condition or provision that has been the subject of two (2) previous failures within the prior twelve (12) month period or (C) an intentional breach by any Borrower of such term, covenant, condition or provision; and

(ii)with respect to a breach of the covenant set forth in Section 9.20 hereof or the covenant set forth in Section 9.21 hereof, such breach shall not be deemed an Event of Default if (A) such breach arises from either (1) a failure to meet the minimum EBITDA amount set forth in Section 9.20 by no more than Five Million Dollars ($5,000,000) or (2) a failure to meet the minimum Tangible Net Worth amount set forth in Section 9.21 by no more than Seven Million Five Hundred Thousand Dollars ($7,500,000) and (B) within thirty (30) days (which period may not be extended by any other cure period provided for in this Agreement) of the date of such failure any one or more Permitted Holders or one or more Affiliates of the Permitted Holders shall have (1) executed and delivered, or arranged to have issued, to Lender a guaranty (provided that if any Affiliate of a Permitted Holder, rather than a Permitted Holder is issuing a guaranty, such Affiliate must be acceptable to Lender) with respect to the Obligations, an irrevocable standby letter of credit issued for the benefit of Lender or other such credit support which shall be in form and substance satisfactory to Lender, and in the case of a letter of credit, be issued by a bank acceptable to Lender and shall continue in full force and effect, without decrease, until such time as the Obligations are indefeasibly paid in full or (2) provide to the Borrowers cash as a capital contribution or on a subordinated (in a manner satisfactory to Lender) Indebtedness basis (either directly or through GLC), in either case for an amount equal to the absolute difference between (I) the covenanted minimum EBITDA amount and the actual EBITDA amount then reported pursuant to Section 9.20 or (II) the covenanted minimum Tangible Net Worth amount and the actual Tangible Net Worth amount then reported pursuant to Section 9.21, as the case may be (the ‘‘Breach Amount”); provided that, in the event of a subsequent such breach of either Section 9.20 or Section 9.21, such breach shall not be an Event of Default if within the same time period as set forth in this clause (ii) such Persons take any of the actions described in clauses (1) or (2) above for the amount that the subsequent Breach Amount exceeds the prior Breach Amount;

(d)any representation, warranty or statement of fact made by any Borrower to Lender in this Agreement, the other Financing Agreements or any other agreement, schedule, confirmatory assignment or otherwise shall when made or deemed made be false or misleading in any material respect;

(e)any Obligor revokes or terminates any of the terms, covenants, conditions or provisions of any guaranty, endorsement or other agreement of such party in favor of Lender;

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(f)any judgment for the payment of money is rendered against any Borrower or any Obligor in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) in any one case or in excess of Five Million Dollars ($5,000,000) in the aggregate and shall remain undischarged or unvacated for a period in excess of thirty (30) days or execution shall at any time not be effectively stayed, or any material judgment other than for the payment of money, or injunction, attachment, garnishment or execution is rendered against any Borrower or any Obligor or any of their assets;

(g)any Borrower or any Obligor, which is a partnership, limited liability company, limited liability partnership or corporation, dissolves or suspends or discontinues doing business;

(h)any Borrower or any Obligor becomes unable generally to pay its debts as they become due, makes an assignment for the benefit of creditors, makes or sends notice of a bulk transfer or calls a meeting of its creditors or principal creditors;

(i)a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed against any Borrower or any Obligor or all or any part of its properties and any Borrower or any Obligor shall file any answer admitting or not contesting such petition or application or indicates its consent to, acquiescence in or approval of, any such action or proceeding or such petition or application is not dismissed within ninety (90) days after the date of its filing or the relief requested is granted sooner; provided however, notwithstanding anything to the contrary set forth herein, Lender shall have no obligation to advance any Loans or provide any Letter of Credit Accommodations during any period that such petition or application remains pending;

(j)a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at a law or equity) is filed by any Borrower or any Obligor or for all or any part of any Borrower’s or Obligor’s property;

(k)any default by any Borrower or any Obligor under any agreement, document or instrument relating to any Indebtedness for borrowed money owing to any person other than Lender, or any capitalized lease obligations, contingent Indebtedness in connection with any guaranty, letter of credit, indemnity or similar type of instrument in favor of any person other than Lender, in any case in an amount in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), which default continues for more than the applicable cure period, if any, with respect thereto;

(l)an ERISA Event shall occur which results in or could reasonably be expected to result in liability of any Borrower in an aggregate amount in excess of Five Hundred Thousand Dollars ($500,000);

(m)any Change of Control shall occur;

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(n)the indictment by any Governmental Authority, or as Lender may reasonably and in good faith determine, the threatened indictment by any Governmental Authority of any Borrower or any Obligor of which any Borrower, any Obligor or Lender receives notice, in either case, as to which there is a reasonable possibility of an adverse determination, in the good faith determination of Lender, under any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against any Borrower or any Obligor, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of Five Hundred Thousand Dollars ($500,000) or (ii) any other property of such Borrower or such Obligor which is necessary or material to the conduct of its business;

(o)any “Default” or “Event of Default” shall occur under the UK Loan Agreement or any other agreement, document, note and/or instrument executed or delivered in connection therewith;

(p)without the prior written consent of Lender, which consent shall not be unreasonably withheld, GLC or any Subsidiary of GLC (other than Borrowers, GL UK, BC, BVL, BWS or any Subsidiary of BC), in connection with sales of all or substantially all the assets of a Subsidiary of GLC (other than Borrowers, GL UK, BC, BVL, BWS or any Subsidiary of BC) or sales of all the Capital Stock of a Subsidiary of GLC (other than Borrowers, GL UK, BVL or BWS), sells or agrees to sell assets or Capital Stock having a fair market value in excess of Ten Million Dollars ($10,000,000) in the aggregate at any time during the term of this Agreement;

(q)there shall be a material adverse change in the business, assets or condition (financial or otherwise) of any Borrower or any Obligor after the date hereof; or

(r)there shall be an event of default under any of the other Financing Agreements.

10.2Remedies.

(a)At any time an Event of Default exists or has occurred and is continuing, Lender shall have all rights and remedies provided in this Agreement, the other Financing Agreements, the UCC and other applicable law, all of which rights and remedies may be exercised without notice to or consent by any Borrower or any Obligor, except as such notice or consent is expressly provided for hereunder or required by applicable law. All rights, remedies and powers granted to Lender hereunder, under any of the other Financing Agreements, the UCC or other applicable law, are cumulative, not exclusive and enforceable, in Lender’s discretion, alternatively, successively, or concurrently on any one or more occasions, and shall include, without limitation, the right to apply to a court of equity for an injunction to restrain a breach or threatened breach by any Borrower of this Agreement or any of the other Financing Agreements. Lender may, at any time or times, proceed directly against any Borrower or any Obligor to collect the Obligations without prior recourse to any Obligor or any of the Collateral.

(b)Without limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, Lender may, in its discretion and without limitation, (i)

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accelerate the payment of all Obligations and demand immediate payment thereof to Lender (provided, that, upon the occurrence of any Event of Default described in Sections 10.1(i) and 10.1(j) with respect to any Borrower, all Obligations of such Borrower shall automatically become immediately due and payable and the Obligations of all other Borrowers shall become immediately due and payable upon demand by Lender), (ii) with or without judicial process or the aid or assistance of others, enter upon any premises on or in which any of the Collateral may be located and take possession of the Collateral or complete processing, manufacturing and repair of all or any portion of the Collateral, (iii) require any Borrower, at Borrowers’ expense, to assemble and make available to Lender any part or all of the Collateral at any place and time designated by Lender, (iv) collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral, (v) remove any or all of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose, (vi) sell, lease, transfer, assign, deliver or otherwise dispose of any and all Collateral (including, without limitation, entering into contracts with respect thereto, public or private sales at any exchange, broker’s board, at any office of Lender or elsewhere) at such prices or terms as Lender may deem reasonable, for cash, upon credit or for future delivery, with the Lender having the right to purchase the whole or any part of the Collateral at any such public sale, all of the foregoing being free from any right or equity of redemption of any Borrower, which right or equity of redemption is hereby expressly waived and released by such Borrower and/or (vii) terminate this Agreement. If any of the Collateral is sold or leased by Lender upon credit terms or for future delivery, the Obligations shall not be reduced as a result thereof until payment therefor is finally collected by Lender. If notice of disposition of Collateral is required by law, five (5) days prior notice by Lender to Borrowers designating the time and place of any public sale or the time after which any private sale or other intended disposition of Collateral is to be made, shall be deemed to be reasonable notice thereof and each Borrower waives any other notice. In the event Lender institutes an action to recover any Collateral or seeks recovery of any Collateral by way of prejudgment remedy, each Borrower waives the posting of any bond which might otherwise be required. At any time after the acceleration of the Obligations, upon Lender’s request, Borrowers will either, as Lender shall specify, furnish cash collateral to the issuer to be used to secure and fund Lender’s reimbursement obligations to the issuer in connection with any Letter of Credit Accommodations or furnish cash collateral to Lender for the Letter of Credit Accommodations. Such cash collateral shall be in the amount equal to one hundred ten percent (110%) of the amount of the Letter of Credit Accommodations plus the amount of any fees and expenses payable in connection therewith through the end of the expiration of such Letter of Credit Accommodations.

(c)Lender may, at any time or times that an Event of Default exists or has occurred and is continuing, enforce any Borrower’s rights against any account debtor, secondary obligor or other obligor in respect of any of the Accounts or other Receivables. Without limiting the generality of the foregoing, Lender may at such time or times (i) notify any or all account debtors, secondary obligors or other obligors in respect thereof that the Receivables have been assigned to Lender and that Lender has a security interest therein and Lender may direct any or all accounts debtors, secondary obligors and other obligors to make payment of Receivables directly to Lender, (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Receivables or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting

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any of the Obligations, (iii) demand, collect or enforce payment of any Receivables or such other obligations, but without any duty to do so, and Lender shall not be liable for its failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (iv) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default exists or has occurred and is continuing, at Lender’s request, all invoices and statements sent to any account debtor shall state that the Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and such Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. In the event any account debtor returns Inventory when an Event of Default exists or has occurred and is continuing, Borrowers shall, upon Lender’s request, hold the returned Inventory in trust for Lender, segregate all returned Inventory from all of its other property, dispose of the returned Inventory solely according to Lender’s instructions, and not issue any credits, discounts or allowances with respect thereto without Lender’s prior written consent.

(d)To the extent that applicable law imposes duties on Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), Borrower acknowledges and agrees that it is not commercially unreasonable for Lender (i) to fail to incur expenses reasonably deemed significant by Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Authority or other third party for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against account debtors, secondary obligors or other persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other persons, whether or not in the same business as Borrowers, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, (xi) to purchase insurance or credit enhancements to insure Lender against risks of loss, collection or disposition of Collateral or to provide to the Lender a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender in the collection or disposition of any of the Collateral. Each Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Lender would not be commercially unreasonable in Lender’s exercise of remedies against the Collateral and that other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Borrower or to impose any

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duties on Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

(e)For the purpose of enabling Lender to exercise the rights and remedies hereunder, each Borrower hereby grants to Lender, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Borrower) to use, assign, license or sublicense any of the trademarks, service-marks, trade names, business names, trade styles, designs, logos and other source of business identifiers and other Intellectual Property and general intangibles now owned or hereafter acquired by such Borrower, wherever the same maybe located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

(f)Lender may apply the cash proceeds of Collateral actually received by Lender from any sale, lease, foreclosure or other disposition of the Collateral to payment of the Obligations, in whole or in part and in such order as Lender may elect, whether or not then due. Borrowers shall remain liable to Lender for the payment of any deficiency with interest at the highest rate provided for herein and all costs and expenses of collection or enforcement, including attorneys’ fees and legal expenses.

(g)Without limiting the foregoing, upon the occurrence of a Default or an Event of Default, Lender may, at its option, without notice, (i) cease making Loans or arranging for Letter of Credit Accommodations or reduce the lending formulas or amounts of Loans and Letter of Credit Accommodations available to any Borrower and/or (ii) terminate any provision of this Agreement providing for any future Loans or Letter of Credit Accommodations to be made by Lender to any Borrower.

SECTION 11. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW.

11.1Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.

(a)The validity, interpretation and enforcement of this Agreement and the other Financing Agreements and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California applicable to contracts made and performed in such State.

(b)Each Borrower and Lender irrevocably consent and submit to the non-exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except nothing herein shall preclude Lender from bringing any action or proceeding against any Borrower or its property in the courts of any other

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jurisdiction which Lender deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against such Borrower or its property).

(c)EACH BORROWER AND LENDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH BORROWER AND LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH BORROWER OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(d)Lender shall not have any liability to any Borrower (whether in tort, contract, equity or otherwise) for losses suffered by any Borrower in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Lender, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct of Lender.

11.2Waiver of Notices. Each Borrower hereby expressly waives demand, presentment, protest and notice of protest and notice of dishonor with respect to any and all instruments and chattel paper, included in or evidencing any of the Obligations or the Collateral, and any and all other demands and notices of any kind or nature whatsoever with respect to the Obligations, the Collateral and this Agreement, except such as are expressly provided for herein. No notice to or demand on any Borrower which Lender may elect to give shall entitle any. Borrower to any other or further notice or demand in the same, similar or other circumstances.

11.3Amendments and Waivers. Neither this Agreement nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed by an authorized officer of Lender, and as to amendments, as also signed by an authorized officer of each Borrower. Lender shall not, by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and signed by an authorized officer of Lender. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by Lender of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Lender would otherwise have on any future occasion, whether similar in kind or otherwise.

11.4Waiver of Counterclaims. Each Borrower waives all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other than compulsory counterclaims)

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in any action or proceeding with respect to this Agreement, the Obligations, the Collateral or any matter arising there from or relating hereto or thereto.

11.5Indemnification. Each Borrower shall indemnify and hold Lender, and its directors, agents, employees and counsel, harmless from and against any and all losses, claims, damages, liabilities, costs or expenses imposed on, incurred by or asserted against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including, without limitation, amounts paid in settlement, court costs, and the fees and expenses of counsel except as a result of Lender’s gross negligence or willful misconduct (as determined pursuant to a final, non-appealable order of a court of competent jurisdiction). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 11.5 may be unenforceable because it violates any law or public policy, each Borrower shall pay the maximum portion which it is permitted to pay under applicable law to Lender in satisfaction of indemnified matters under this Section 11.5. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

SECTION 12. TERM OF AGREEMENT; MISCELLANEOUS.

12.1Term.

(a)This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on April 30, 2004 (the “Renewal Date”), and from year to year thereafter, unless sooner terminated pursuant to the terms hereof. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS SHALL IMMEDIATELY TERMINATE UPON THE TERMINATION OF THE UK FACILITY OTHER THAN AT GL UK’S ELECTION TO PREPAY THE UK FACILITY IN FULL. Borrowers (collectively, but not individually) or Lender may terminate this Agreement and the other Financing Agreements effective on the Renewal Date or on the anniversary of the Renewal Date in any year by giving to the other party at least sixty (60) days prior written notice. Borrowers (collectively, but not individually) may terminate this Agreement prior to the end of the then current term, including any renewal term, for any reason prior to or on the first anniversary date of this Agreement upon forty-five (45) days prior written notice to Lender and for any reason thereafter upon thirty (30) days prior written notice to Lender, and in each such case Borrowers agree to pay to Lender the applicable early termination fee provided for in Section 12.l(c) hereof. Regardless of the timing of termination, this Agreement and all other Financing Agreements must be terminated simultaneously. In addition, Borrowers (collectively, but not individually) may terminate this Agreement at any time upon ten (10) days prior written notice to Lender (which notice shall be irrevocable) and Lender may terminate this Agreement at any time on or after an Event of Default as provided in Section 10.2 hereof. Upon the effective date of termination or non-renewal of this Agreement, Borrowers shall pay to Lender, in full, all outstanding and unpaid Obligations and shall furnish cash collateral to Lender (or at Lender’s option, a letter of credit

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issued for the account of Borrowers’ and at Borrowers’ expense, in form and substance satisfactory to Lender, by an issuer acceptable to Lender and payable to Lender as beneficiary) in such amounts as Lender determines are reasonably necessary to secure (or reimburse) Lender from loss, cost, damage or expense, including attorneys’ fees and legal expenses, in connection with any contingent Obligations, including issued and outstanding Letter of Credit Accommodations and checks or other payments provisionally credited to the Obligations and/or as to which Lender has not yet received final and indefeasible payment. Such payments in respect of the Obligations and cash collateral shall be remitted by wire transfer in Federal funds to such bank account of Lender, as Lender may, in its discretion, designate in writing to Borrowers for such purpose. Interest shall be due until and including the next business day, if the amounts so paid by Borrowers to the bank account designated by Lender are received in such bank account later than 10:30 a.m., Los Angeles time.

(b)No termination of this Agreement or the other Financing Agreements shall relieve or discharge any Borrower of its respective duties, obligations and covenants under this Agreement or the other Financing Agreements until all Obligations have been fully and finally discharged and paid, and Lender’s continuing security interest in the Collateral and the rights and remedies of Lender hereunder, under the other Financing Agreements and applicable law, shall remain in effect until all such Obligations have been fully and finally discharged and paid. Accordingly, each Borrower waives any rights which it may have under the UCC to demand the filing of termination statements with respect to the Collateral, and Lender shall not be required to send such termination statements to any Borrower, or to file them with any filing office, unless and until this Agreement is terminated in accordance with its terms and all of the Obligations are paid and satisfied in full in immediately available funds.

(c)If for any reason this Agreement is terminated prior to the end of the then current term or a renewal term of this Agreement or if prior to that time Borrowers reduce any part of the unused Maximum Credit, which they may collectively do from time to time upon five (5) days notice to Lender, in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Lender’s lost profits as a result thereof, Borrowers agree to pay to Lender, upon the effective date of such termination or reduction, an early termination or reduction fee in the amount set forth below if such termination or reduction is effective in the period indicated:

	Amount	Period
(i)	1.00% of the Maximum Credit in the event of a termination or of the reduced portion of the Maximum Credit in the event of a reduction	from the date of this Agreement to and including the first anniversary of this Agreement
(ii)	0.50% of the Maximum Credit in the event of a termination or of the reduced portion of the Maximum Credit in the event of a reduction	from the day immediately succeeding the first anniversary of this Agreement to and including the second anniversary of this Agreement

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	Amount	Period
(iii)	0.25% of the Maximum Credit in the event of a termination or of the reduced portion of the Maximum Credit in the event of a reduction	from the day immediately succeeding the second anniversary of this Agreement and thereafter, including any period during a renewal term, if any, but excluding the Renewal Date or any anniversary of the Renewal Date.

Such early termination or reduction fee shall be presumed to be the amount of damages sustained by Lender as a result of such early termination or reduction and each Borrower agrees that it is reasonable under the circumstances currently existing. In addition Lender shall be entitled to such early termination or reduction fee upon the occurrence of any Event of Default described in Sections 10.1(i) and 10.1(j) hereof, even if Lender does not exercise its right to terminate this Agreement, but elects, at its option, to provide financing to Borrowers or permit the use of cash collateral under the United States Bankruptcy Code. Such early termination or reduction fee shall be allocated among Borrowers as determined by Lender and payable by Borrowers in accordance with such allocation. The early termination or reduction fee provided for in this Section 12.1 shall be deemed included in the Obligations.

12.2Interpretive Provisions.

(a)All terms used herein related to the attachment, perfection, priority or enforcement of the security interest granted hereby which are defined in Division 1 or Division 9 of the UCC shall have the meanings given therein unless otherwise defined in this Agreement.

(b)All references to the plural herein shall also mean the singular and to the singular shall also mean the plural unless the context otherwise requires.

(c)All references to each Borrower and Lender pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their respective successors and assigns.

(d)The words “hereof”, “herein”, “hereunder”, “this Agreement” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement and as this Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(e)The word “including” when used in this Agreement shall mean “including, without limitation”.

(f)An Event of Default shall exist or continue or be continuing until such Event of Default is waived in accordance with Section 11.3 or is cured in a manner satisfactory to Lender, if such Event of Default is capable of being cured as determined by Lender.

(g)Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all

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financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the financial statements of Borrowers most recently received by Lender prior to the date hereof.

(h)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”.

(i)Unless otherwise expressly provided herein, (i) references herein to any agreement, document or instrument shall be deemed to include all subsequent amendments, modifications, supplements, extensions, renewals, restatements or replacements with respect thereto, but only to the extent the same are not prohibited by the terms hereof or of any other Financing Agreement, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, recodifying, supplementing or interpreting the statute or regulation.

(j)The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(k)This Agreement and other Financing Agreements may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

(l)This Agreement and the other Financing Agreements are the result of negotiations among and have been reviewed by counsel to Lender and the other parties, and are the products of all parties. Accordingly, this Agreement and the other Financing Agreements shall not be construed against Lender merely because of Lender’s involvement in their preparation.

12.3Notices. All notices, requests and demands hereunder shall be in writing and deemed to have been given or made: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next Business Day, one (1) Business Day after sending; and if by certified mail with confirmation of delivery requested, upon such confirmed delivery date. All notices, requests and demands upon the parties are to be given to the addresses designated on the signature page hereto or to such other address as any party may designate by notice in accordance with this Section.

12.4Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

12.5Successors. This Agreement, the other Financing Agreements and any other document referred to herein or therein shall be binding upon and inure to the benefit of and be

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enforceable by Lender, each Borrower and their respective successors and assigns, except that no Borrower may assign its rights under this Agreement, the other Financing Agreements and any other document referred to herein or therein without the prior written consent of Lender. Lender may, after notice to Borrowers, assign its rights and delegate its obligations under this Agreement and the other Financing Agreements and further may assign, or sell participations in, all or any part of the Loans, the Letter of Credit Accommodations or any other interest herein to another financial institution or other person, in which event, the assignee or participant shall have, to the extent of such assignment or participation, the same rights and benefits as it would have if it were the Lender hereunder, except as otherwise provided by the terms of such assignment or participation.

12.6Entire Agreement. This Agreement, the other Financing Agreements, any supplements hereto or thereto, and any instruments or documents delivered or to be delivered in connection herewith or therewith represents the entire agreement and understanding concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

12.7Publicity. Each Borrower consents to Lender publishing a tombstone or similar advertising material relating to the financing transaction contemplated by this Agreement provided that, Borrowers shall have had a reasonable opportunity to review and comment thereon.

12.8Confidential Information. Lender agrees to hold, in accordance with its customary procedures for handling confidential information and safe and sound lending practices, any confidential information that it may receive from any Borrower or GLC pursuant to this Agreement in confidence, except for disclosure:

(a)to legal counsel, accountants, auditors and other professional advisors to any Borrower or GLC or Lender;

(b)to regulatory officials having jurisdiction over Lender;

(c)as required by applicable law or legal process (provided that in the event Lender is so required to disclose any such confidential information, that Lender shall endeavor promptly to notify the Borrowers, so that the Borrowers may seek a protective order or other appropriate remedy) or in connection with any legal proceeding to which Lender or the Borrowers are adverse parties;

(d)to another financial institution or its counsel in connection with an assignment or disposition or proposed assignment or disposition to that financial institution of all or part of Lender’s interests hereunder or a participation interest herein, provided that such disclosure is made subject to an appropriate confidentiality agreement on terms substantially similar to this Section; and

(e)to prospective purchasers of any Collateral (other than competitors of any Borrower or GLC or its Subsidiaries unless all Obligations are then due and payable) in

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connection with any disposition thereof, provided that such disclosure is made subject to an appropriate confidentiality agreement on terms substantially similar to this Section.

For purposes of the foregoing, “confidential information” shall mean all information respecting any Borrower or GLC, other than (x) information previously filed with any governmental agency and available to the public, (y) information previously published in any public medium from a source other than, directly or indirectly, Lender, and (z) information previously disclosed by GLC or any of its Subsidiaries to any Person not associated with GLC without a written confidentiality agreement.

Nothing in this Section shall be construed to create or give rise to any fiduciary duty on the part of Lender to GLC or its Subsidiaries.

12.9Counterparts, Etc. This Agreement or any of the other Financing Agreements may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement or any of the other Financing Agreements by telefacsimile shall have the same force and effect as the delivery of an original executed counterpart of this Agreement or any of such other Financing Agreements. Any party delivering an executed counterpart of any such agreement by telefacsimile shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.

12.10Amended and Restated Agreement; Reference to and Effect on Financing Agreements. This Agreement amends and restates, in their entirety, the agreements among the parties hereto contained in the Original Loan Agreement. All other Financing Agreements, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Lender, except that each reference in the Financing Agreements to “the Loan Agreement”, “thereof” or words of like import referring to the Original Loan Agreement, shall mean and be a reference to this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Lender under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

12.11Estoppel. To induce Lender to enter into this Agreement and to continue to make advances to Borrower under this Agreement, Borrower hereby acknowledges and agrees that, after giving effect to this Agreement, as of the date hereof, there exists no Event of Default and no right of offset, defense, counterclaim or objection in favor of Borrower as against Lender with respect to the Obligations.

12.12Waiver of Certain Events of Default. For purposes of the transactions contemplated by this Agreement only Lender and Borrowers agree that the failure of Borrowers to comply with the terms of Section 9.20 of the Original Loan Agreement shall not constitute an Event of Default under Section 10.1 hereof.

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SECTION 13. JOINT AND SEVERAL LIABILITY AND SURETYSHIP WAIVERS.

13.1Independent Obligations; Subrogation. The obligations of each Borrower, as guarantor of another Borrower’s Obligations hereunder are joint and several. To the maximum extent permitted by law, each Borrower hereby waives any claim, right or remedy which either may now have or hereafter acquire against any other Borrower that arises hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against any Borrower or any Collateral which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise until the Obligations are fully paid and finally discharged. In addition, each Borrower hereby waives any right to proceed against the other Borrower, now or hereafter, for contribution, indemnity, reimbursement, and any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which any Borrower may now have or hereafter have as against the other Borrower with respect to the Obligations until the Obligations are fully paid and finally discharged. Each Borrower also hereby waives any rights of recourse to or with respect to any asset of the other Borrower until the Obligations are fully paid and finally discharged.

13.2Authority to Modify Obligations and Security. Each Borrower authorizes Lender, without notice or demand and without affecting any Borrower’s liability hereunder, from time to time, whether before or after any notice of termination hereof or before or after any default in respect of the Obligations, to: (i) renew, extend, accelerate, or otherwise change the time for payment of, or otherwise change any other term or condition of, any document or agreement evidencing or relating to any Obligations as such Obligations relate to the other Borrower, including, without limitation, to increase or decrease the rate of interest thereon; (ii) accept, substitute, waive, defease, increase, release, exchange or otherwise alter any Collateral, in whole or in part, securing the other Borrower’s Obligations; (iii) apply any and all such Collateral and direct the order or manner of sale thereof as Lender, in its sole discretion, may determine; (iv) deal with the other Borrower as Lender may elect; (v) in Lender’s sole discretion, settle, release on terms satisfactory to Lender, or by operation of law or otherwise, compound, compromise, collect or otherwise liquidate any of the other Borrower’s Obligations and/or any of the Collateral in any manner, and bid and purchase any of the collateral at any sale thereof; (vi) apply any and all payments or recoveries from the other Borrower as Lender, in its sole discretion, may determine, whether or not such Indebtedness relates to the Obligations; all whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; and (vii) apply any sums realized from Collateral furnished by the other Borrower upon any of its Indebtedness or obligations to Lender as Lender, in its sole discretion, may determine, whether or not such Indebtedness relates to the Obligations; all without in any way diminishing, releasing or discharging the liability of any Borrower hereunder.

13.3Waiver of Defenses. Upon an Event of Default by any Borrower in respect of any Obligations, Lender may, at its option and without notice to the Borrowers, proceed directly against any Borrower to collect and recover the full amount of the liability hereunder, or any portion thereof, and each Borrower waives any right to require Lender to: (i) proceed against the other Borrower or any other person whomsoever; (ii) proceed against or exhaust any Collateral given to or held by Lender in connection with the Obligations; (iii) give notice of the terms, time

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and place of any public or private sale of any of the Collateral except as otherwise provided herein; or (iv) pursue any other remedy in Lender’s power whatsoever. A separate action or actions may be brought and prosecuted against any Borrower whether or not action is brought against the other Borrower and whether the other Borrower be joined in any such action or actions; and each Borrower waives the benefit of any statute of limitations affecting the liability hereunder or the enforcement hereof, and agrees that any payment of any Obligations or other act which shall toll any statute of limitations applicable thereto shall similarly operate to toll such statute of limitations applicable to the liability hereunder.

13.4Exercise of Lender’s Rights. Each Borrower hereby authorizes and empowers Lender in its sole discretion, without any notice or demand to such Borrower whatsoever and without affecting the liability of such Borrower hereunder, to exercise any right or remedy which Lender may have available to it against the other Borrower.

13.5Additional Waivers. Each Borrower waives any defense arising by reason of any disability or other defense of the other Borrower or by reason of the cessation from any cause whatsoever of the liability of the other Borrower or by reason of any act or omission of Lender or others which directly or indirectly results in or aids the discharge or release of the other Borrower or any Obligations or any Collateral by operation of law or otherwise. The Obligations shall be enforceable against each Borrower without regard to the validity, regularity or enforceability of any of the Obligations with respect to any of the other Borrower or any of the documents related thereto or any collateral security documents securing any of the Obligations. No exercise by Lender of, and no omission of Lender to exercise, any power or authority recognized herein and no impairment or suspension of any right or remedy of Lender against any Borrower or any Collateral shall in any way suspend, discharge, release, exonerate or otherwise affect any of the Obligations or any Collateral furnished by the other Borrowers or give to the other Borrowers any right of recourse against Lender. The Borrowers specifically agree that the failure of Lender: (i) to perfect any lien on or security interest in any property heretofore or hereafter given by Borrowers to secure payment of the Obligations, or to record or file any document relating thereto or (ii) to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of any Borrower shall not in any manner whatsoever terminate, diminish, exonerate or otherwise affect the liability of any other Borrower hereunder.

13.6Additional Indebtedness. Additional Obligations may be created from time to time at the request of any Borrower and without further authorization from or notice to any other Borrower even though the borrowing Borrower’s financial condition may deteriorate since the date hereof. Each Borrower waives the right, if any, to require Lender to disclose to such Borrower any information it may now have or hereafter acquire concerning the other Borrower’s character, credit, Collateral, financial condition or other matters. Each Borrower has established adequate means to obtain from the other Borrower on a continuing basis financial and other information pertaining to such Borrower’s business and affairs, and assumes the responsibility for being and keeping informed of the financial and other conditions of the other Borrower and of all circumstances bearing upon the risk of nonpayment of the Obligations which diligent inquiry would reveal. Lender need not inquire into the powers of any of the Borrowers or the authority of any of their respective officers, directors, partners or agents acting or purporting to act in their behalf, and any obligations created in reliance upon the purported exercise of such

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power or authority is hereby guaranteed. All obligations of Borrowers to Lender heretofore, now or hereafter created shall be deemed to have been granted at Borrowers’ special insistence and request and in consideration of and in reliance upon this Agreement.

13.7Notices, Demands, Etc. Except as expressly provided by this Agreement, Lender shall be under no obligation whatsoever to make or give to any Borrower, and each Borrower hereby waives diligence, all rights of setoff and counterclaim against Lender, all demands, presentments, protests, notices of protests, notices of protests, notices of nonperformance, notices of dishonor, and all other notices of every kind or nature, including notice of the existence, creation or incurring of any new or additional Obligations.

13.8Revival. If any payments of money or transfers of property made to Lender by any Borrower should for any reason subsequently be declared to be, or in Lender’s counsel’s good faith opinion be determined to be, fraudulent (within the meaning of any state or federal law relating to fraudulent conveyances), preferential or otherwise voidable or recoverable in whole or in part for any reason (hereinafter collectively called “voidable transfers”) under the Bankruptcy Code or any other federal or state law and Lender is required to repay or restore, or in Lender’s counsel’s opinion may be so liable to repay or restore, any such voidable transfer, or the amount or any portion thereof, then as to any such voidable transfer or the amount repaid or restored and all reasonable costs and expenses (including reasonable attorneys’ fees) of Lender related thereto, each other Borrower’s liability hereunder shall automatically be revived, reinstated and restored and shall exist as though such voidable transfer had never been made to Lender.

13.9Understanding of Waivers. Each Borrower warrants and agrees that the waivers set forth in this Section 13 are made with full knowledge of their significance and consequences. If any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by law.

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IN WITNESS WHEREOF, Lender and each Borrower have caused these presents to be duly executed as of the day and year first above written.

LENDER			BORROWERS
CONGRESS FINANCIAL CORPORATION			MATRIX INTERNATIONAL
(WESTERN),			LOGISTICS, INC.,
a California corporation			a Delaware corporation
By:	/s/ GARY WHITAKER		By:		/s/ JANET HELVEY
Name:		Gary Whitaker	Name:			Janet Helvey
Title:		Vice President	Title:			Vice President
Address			Chief Executive Office
251 South Lake Avenue, Suite 900			205 South Whiting Street
Pasadena, California 91101			Alexandria, Virginia 22304
			GEOLOGISTICS AMERICAS INC.,
			a Delaware corporation
			By:	/s/ JANET HELVEY
			Name:			Janet Helvey
			Title:			Vice President
			Chief Executive Office
			1251 East Dyer Road, Suite 250
			Santa Ana, California 92705
			AIR FREIGHT CONSOLIDATORS
			INTERNATIONAL, INC.,
			a New York corporation
			By:	/s/ JANET HELVEY
			Name:			Janet Helvey
			Title:			Vice President
			Chief Executive Office
			1251 East Dyer Road, Suite 250
			Santa Ana, California 92705

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LEP FAIRS INC.,
a Georgia corporation
By:	/s/ JANET HELVEY
Name:			Janet Helvey
Title:		Vice President
Chief Executive Office
1251 East Dyer Road, Suite 250
Santa Ana, California 92705

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EX-4.14

Exhibit 4.14

CONGRESS FINANCIAL CORPORATION (WESTERN)

251 South Lake Avenue, Suite 900

Pasadena, California 91101

December 31, 2001

Geologistics America Inc.

Air Freight Consolidators International, Inc.

LEP Fairs Inc.

1251 East Dyer Road, Suite 250

Santa Ana, California 92705

Attn:  Janet Helvey

Matrix International Logistics, Inc.

205 South Whiting Street

Alexandria, Virginia 22304

Attn: Janet Helvey

Re:Amendment to Section 1.27(j) of Amended and Restated Loan and Security Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Amended and Restated Loan and Security Agreement dated as of November 7, 2001 (the “Loan Agreement”) by and among Congress Financial Corporation (Western) (“Lender”), Geologistics Americas Inc., Air Freight Consolidators International, Inc., LEP Fairs Inc. and Matrix International Logistics, Inc. (each a “Borrower” and collectively, “Borrowers”). Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement.

Borrowers and Lender now wish to further amend Section 1.27(j) of the Loan Agreement to read in its entirety as follows:

“(j)the account debtors with respect to such Accounts are not the United States of America, a State, political subdivision, department, agency or instrumentality thereof unless either (i) no more than One Million Two Hundred Fifty Thousand Dollars ($1,250,000) of the aggregate amount of Loans available to be advanced against such Accounts are outstanding; provided, however, in the event that the “Obligations” of BVL and BWS to Lender under the BVL/BWS Loan Agreement are fully and indefeasibly paid and the obligation of Lender to continue to make loans and advances or provide other financial accommodations thereunder is terminated, then such amount shall be increased to Two Million Five Hundred Thousand Dollars

($2,500,000) or (ii) the Federal Assignment of Claims Act of 1940, as amended or any similar State or local law, if applicable, has been complied with in a manner satisfactory to Lender;”

Except as specifically referenced in this letter, the terms of the Loan Agreement and the other Financing Agreements are not modified in any way and said agreements shall continue to be in full force and effect.

Please indicate your acknowledgement and agreement with the foregoing by signing this letter in the spaces provided below and returning the original to Lender as soon as possible.

				CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation
				By:	/s/ Gary Whitaker
				Name: Gary Whitaker
				Title: Vice President
AGREED AND ACCEPTED this 31st day of December, 2001;
GEOLOGISTICS AMERICAS INC.,
a Delaware corporation
By:	/s/ Robert Arovas
Name:			Robert Arovas
Title:		Director
AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC., a New York corporation
By:	/s/ R. Jackson
Name:			R. Jackson
Title:		Asst. Secretary
LEP FAIRS INC., a Georgia corporation
By:	/s/ R. Jackson
Name:			R. Jackson
Title:		Asst. Secretary

MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation
By:	/s/ R. Jackson
Name:			R. Jackson
Title:		Asst. Secretary

EX-4.15

Exhibit 4.15

SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
AND WAIVER

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 21, 2003, is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California, corporation (“Lender”) and MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation (“MIL”), GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC., a New York corporation (“ACI”), and GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company, as successor in interest to LEP FAIRS INC., a Georgia corporation (“EXPO’’ and together with MIL, GLA and ACI, collectively referred to herein as “Borrowers” and individually, each a “Borrower”).

RECITALS

A.Borrowers and Lender have previously entered into that certain Amended and Restated Loan and Security Agreement dated as of November 7, 2001, as amended by that certain letter amendment dated December 31, 2001 (as amended, the “Loan Agreement’’), pursuant to which Lender has made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

B.The following Events of Default have occurred and are continuing, under the Loan Agreement: (i) the failure of ACI to continue to do business in contravention of, without limitation, the terms of Sections 9.7(e), 9.7(f) and 10.1 (g) of the Loan Agreement and the transfer of all of ACI’s business operations and certain of its assets and a grant of a license to use the ACI name to Carotrans International, Inc, in contravention of, without limitation, the terms of Section 9.7(b) of the Loan Agreement and (ii) the formation of GeoLogistics Expo Services, LLC in contravention of, without limitation, the terms of Sections 9.7(c) and 9.10 of the Loan Agreement, the merger of LEP Fairs Inc. with and into GeoLogistics Expo Services, LLC with LEP Fairs Inc. ceasing to exist in contravention of, without limitation, Sections 9. l(a), 9.1(b), 9.7(a), 9.7(c), 9.7(b) and 10.l(g) of the Loan Agreement and the changing of LEP Fairs Inc.’s chief executive office to 1123 Zonolite Road, Atlanta, Georgia 30306 in contravention of Section 9.1(c) of the Loan Agreement (collectively, the Known Existing Defaults”).

C.Borrower have requested that, Lender waive the Known Existing Defaults and amend the Loan Agreement on the terms and conditions set forth herein.

D.Borrowers are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Lender’s rights or remedies as set forth in the Loan Agreement, is being waived or modified by the terms of this Amendment.

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AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Loan Agreement.

(a)Each, reference in the Loan Agreement and the other Financing Agreements to “LEP” shall mean and be a reference to “EXPO.” As used in the Loan Agreement and the other Financing Agreements, the term “Borrowers” shall include EXPO.

(b)The first sentence of Section 12.1 (a) of the Loan Agreement is hereby amended to read as follows:

“This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on January 31, 2005 (the “Renewal Date”) unless sooner terminated pursuant to the terms hereof.”

2.Acknowledgement by EXPO; Grant Security Interest, etc.

(a)EXPO hereby acknowledges and agrees that, by operation of its merger with LEP Fairs Inc., it has succeeded to all of the liabilities and obligations of such entity under the Loan Agreement and the other Financing Agreements and further acknowledges and agrees that: (i) it shall be jointly and severally liable for all Obligations; (ii) it shall perform all of the covenants and agreements applicable to Borrowers in the Loan Agreement and the other Financing Agreements; and (iii) Lenders, shall have all of the rights, remedies, interests and powers as against EXPO provided to Lender in relation to Borrowers in the Loan Agreement and the other Financing Agreements.

(b)To secure payment and performance of all Obligations, EXPO hereby grants to Lender a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to Lender as security, all Collateral, whether now owned or hereafter acquired or existing, and wherever located. EXPO hereby represents and warrants to Lender the truth and accuracy of all representations and warranties applicable to Borrowers in the Loan Agreement.

3.Waiver of Known Existing Defaults.   Lender hereby waives the Known Existing Defaults and all of its rights against Borrowers arising from the Known Existing Defaults; provided, however, nothing herein shall be deemed a waiver with respect to any other or future failure of any Borrower to comply fully with Sections 9.l(a), 9.l(b), 9.1(c), 9.7(a), 9.7(b) 9.7(e), 9.7(f), 9.10 and 10.1(g) of the Loan Agreement. This waiver shall be effective only for the specific defaults comprising the Known Existing Defaults, and in no event shall this waiver be deemed to be a waiver of enforcement of Lender’s rights with respect to any other Defaults or Events of Default now existing or hereafter arising. Nothing contained in this Amendment nor any communications between any Borrower and Lender shall be a waiver of any rights or remedies Lender has or may have against any Borrower, except as specifically provided herein.

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Except as specifically provided herein, Lender hereby reserves and preserves all of its rights and remedies against each Borrower under the Loan Agreement and the other Financing Agreements.

4.Release: Covenant Not to Sue.

(a)Each Borrower hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which such Borrower has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Borrower in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides:

“A general release does not extend to claim’s which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him might have materially affected his settlement with the debtor.”

Each Borrower acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(b)Each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by Borrower pursuant to the above release. If any Borrower or any of its successors, assigns or other legal representations violates the foregoing covenant, such Borrower, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all attorney’s fees and costs incurred by such Released Party as a result of such violation.

5.Effectiveness of this Amendment.   Lender must have received the following items, each in form and content acceptable to Lender, before this Amendment, and the waivers provided for herein are effective.

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(a)Amendment; Acknowledgement and Release.   This Amendment and the attached Acknowledgement and Release by Guarantor, each fully executed in a sufficient number of counterparts for distribution to all parties.

(b)Amendment Fee.   An amendment fee, which may be paid by way of a charge against Borrowers’ loan account, in the amount of One Hundred Twenty-Two Thousand Seven Hundred Twenty-Seven Dollars ($122,727), which fee is fully earned as of the date hereof and is due and payable on September 15, 2003.

(c)Perfection of Lieus.   Evidence of Lender’s first priority perfected security interest in the assets of EXPO, subject only to the liens that arc expressly permitted under the terms of the Loan Agreement.

(d)Certified Resolutions, Charter Documents and Incumbency.   A certificate, of the manager or secretary of EXPO, as applicable as to the resolutions of EXPO’s members with respect to the transactions contemplated hereby, the incumbency of the officers or managers (as applicable) of EXPO and including certified copies of EXPO’s operating agreement and certificate of formation.

(e)Information Certificate.   An Information Certificate duly executed by EXPO, in form satisfactory to Lender.

(f)UK Facility Amendment.   A fully-executed amendment to the UK Loan Agreement effecting such amendments thereto as may be necessary to reflect the amendments herein.

(g)Equity Contribution by Questor.   Evidence of (i) the receipt by GLC of no less than $13,500,000 in equity contributions or loans from Questor Management Company, LLC for its affiliate funds) and (ii) the receipt by the Borrowers and GL UK, of a significant portion of the funds so provided to GLC, to be used for working capital purpose.

(h)Representations and Warranties.   The representations and warranties set forth herein and in the Loan Agreement, other than any such representations or warranties that, by their terms, are specifically made as of a date other that the date hereof, must be true and correct.

(i)Other Required Documentation.   All other documents and legal matters in connection. with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Lender, including, without limitation, amendments or joinders to any Financing Agreements previously executed by LEP Fairs Inc. pursuant to which EXPO acknowledges its obligations thereunder as successor in interest to LEP Fairs Inc.

6.Representations and Warranties.   Borrowers represent and warrant as follows:

(a)Authority.   Each Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform, its obligations hereunder and under the Financing Agreements (as amended or modified hereby) to which it is a party The execution,

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delivery and performance by each Borrower of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.

(b)Enforceability.   This Amendment has been duly executed and delivered by each Borrower. This Amendment and each Financing Agreement (as amended or modified hereby) is the legal, valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, and is in full force and effect.

(c)Representations and Warranties.   The representations and warranties contained in each Financing Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof.

(d)Due Execution.   The execution, delivery and performance of this Amendment are within the power of each Borrower, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions, binding on such Borrower.

(e)No Default.   After giving effect to the waivers contained in this Amendment, no event has occurred and is continuing that constitutes an Event of Default.

(f)No Duress.   This Amendment has been entered into without force or duress, of the free will of each Borrower. Each Borrower’s decision to enter into this Amendment is a fully informed decision and such Borrower is aware of all legal and other ramifications of such decision.

(g)Counsel.   Each Borrower has read and understands this Amendment, has consulted with and been represented by legal counsel in connection herewith, and has been advised by its counsel of its rights and obligations hereunder and thereunder.

7.Choice of Law.   The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the internal laws of the State of California governing contracts only to be performed in that State.

8.Counterparts.   This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile shall be effective asdelivery of a manually executed counterpart of this Amendment.

9.Reference to and Effect on the Financing Agreements.

(a)Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, ‘‘hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Financing Agreements to “the Loan

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Agreement”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby.

(b)Except as specifically amended above, the Loan Agreement and all other Financing Agreements, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Lender;

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

(d)To the extent that any terms and conditions in any of the Financing Agreements shall contradict or be in conflict with any terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended hereby.

10.Ratification.   Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Loan Agreement, as amended hereby, and the Financing Agreements effective as of the date hereof.

11.Estoppel.   To induce Lender to enter into this Amendment and to continue to make advances to Borrowers under the Loan Agreement, each Borrower hereby acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense, counterclaim or objection in favor of any Borrower as against Lender with respect to the Obligations.

12.Integration.   This Amendment, together with the other Financing Agreements, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

13.Severability.   In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written

“LENDER”			“BORROWERS”
CONGRESS FINANCIAL CORPORATION (WESTERN),			MATRIX INTERNATIONAL LOGISTICS INC.
a California corporation			a Delaware corporation
By:	/s/ Gary Whitaker		By:	/s/ Steven Davison
Title:		V.P.	Title:		V.P.
			GEOLOGISTICS AMERICAS INC, a Delaware corporation
			By:	/s/ Steven Davison
			Title:		V.P.
			AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC., a New York corporation
			By:	/s/ Steven Davison
			Title:		V.P.
			GEOLOGISTICS EXPO SERVICES, LLC,
			a Georgia limited liability company
			By:	/s/ Steven Davison
			Title:		V.P.

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ACKNOWLEDGEMENT AND RELEASE BY GUARANTOR

Dated, as of August 21, 2003

The undersigned, being the Guarantor under its Amended and Restated Guaranty and Security Agreement, dated November 7, 2001, made in favor of Lender (as amended, modified or supplemented, the “Guaranty”), hereby acknowledges and agrees to the foregoing Second Amendment to Amended and Restated Loan and Security Agreement and Waiver (the “Amendment”) and confirms and agrees that the Guaranty is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in the Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Although Lender has informed Guarantor of the matters set forth above, and Guarantor has acknowledged the same, Guarantor understands and agrees that Lender has no duty under the Loan Agreement, the Guaranty or any other agreement with Guarantor to so notify Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter.

Guarantor hereby absolutely and unconditionally releases and forever discharges each Released Party, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which Guarantor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date hereof, whether such claims, demands and causes of action arc matured or unmatured or known or unknown. It is the intention of Guarantor in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and on furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him might have materially affected his settlement with the debtor.”

Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Guarantor, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law,in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by Guarantor pursuant

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to the above release. If Guarantor or any of its successors, assigns or other legal representations violates the foregoing covenant, Guarantor, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all attorneys' fees and costs incurred by such Released Party as a result of such violation.

GEOLOGISTICS CORPORATION, a Delaware corporation
By:	/s/ Steven Davison
Title:		Exec. V.P.

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EX-4.16

Exhibit 4.16

THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 26, 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”) and MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation (“MIL”). GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC., a New York corporation (“ACI”),and GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company (“EXPO” and together with MIL, GLA and ACI, collectively referred to herein as “Borrowers” and individually, each a “Borrower”).

RECITALS

A.Borrowers and Lender have previously entered into that certain Amended and Restated Loan and Security Agreement dated as of November 7, 2001, as amended by that certain letter amendment dated December 31, 2001 and that certain Second Amendment to Amended and Restated Loan and Security Agreement dated August 21, 2003 (as amended, the “Loan Agreement”), pursuant to which Lender has made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

B.Borrowers and Lender now wish to further amend the Loan Agreement on the terms and conditions set forth herein.

C.Borrowers are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Lender’s rights or remedies as set forth in the Loan Agreement is being waived or modified by the terms of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Loan Agreement.

(a)Section 2.1(b)(i)(C) of the Loan Agreement is hereby amended to read as follows:

“(C) as of any date of determination, the aggregate amount collected in the Lender Payment Account (with respect to Borrowers only) as payments from account debtors on the Accounts during the thirty-six (36) consecutive Business Day period immediately prior to such date of determination; provided that, such thirty-six (36) Business Day period may be increased by Lender in its reasonable

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discretion based on financial information provided by Borrowers to Lender from time to time, or”

(b)Sections 10.1 of the Loan Agreement is hereby amended by adding the word “or” to the end of subsection (p) thereof, deleting subsection (r) thereof and amending and restating subsection (q) to read as follows:

“(q)there shall be an event of default under any of the other Financing Agreements.”

2.Effectiveness of this Amendment. Lender must have received the following items, each in form and content acceptable to Lender, before this Amendment is effective.

(a)Amendment; Acknowledgement. This Amendment and the attached Acknowledgement by Guarantor, each fully executed in a sufficient number of counterparts for distribution to all parties.

(b)Amendment Fee. An amendment fee, which may be paid by way of a charge against Borrowers’ loan account, in the amount of Seven Thousand Five Hundred Dollars ($7,500), which fee is fully earned as of and due and payable on the date hereof.

(c)Representations and Warranties. The representations and warranties set forth herein and in the Loan Agreement, other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof, must be true and correct.

(d)Other Required Documentation. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Lender.

3.Representations and Warranties. Borrowers represent and warrant as follows:

(a)Authority. Each Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Financing Agreements (as amended or modified hereby) to which it is a party. The execution, delivery and performance by each Borrower of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.

(b)Enforceability. This Amendment has been duly executed and delivered by each Borrower. This Amendment and each Financing Agreement (as amended or modified hereby) is the legal, valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, and is in full force and effect.

(c)Representations and Warranties. The representations and warranties contained in each Financing Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof.

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(d)Due Execution. The execution, delivery and performance of this Amendment are within the power of each Borrower, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on such Borrower.

(e)No Default. No event has occurred and is continuing that constitutes an Event of Default.

4.Choice of Law. The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the internal laws of the State of California governing contracts only to be performed in that State.

5.Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

6.Reference to and Effect on the Financing Agreements.

(a)Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Financing Agreements to “the Loan Agreement”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby.

(b)Except as specifically amended above, the loan Agreement and all other Financing Agreements, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Lender.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

(d)To the extent that any terms and conditions in any of the Financing Agreements shall contradict or be in conflict with any terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended hereby.

7.Estoppel. To induce Lender to enter into this Amendment and to continue to make advances to Borrowers under the Loan Agreement, each Borrower hereby acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense, counterclaim or objection in favor of any Borrower as against Lender with respect to the Obligations.

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8.Integration. This Amendment, together with the other Financing Agreements, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

9.Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

“LENDER”		“BORROWERS”
CONGRESS FINANCIAL CORPORATION (WESTERN),		MATRIX INTERNATIONAL LOGISTICS, INC.,
a California corporation		a Delaware corporation
By:	/s/ Gary Whitaker	By:	/s/ Steven Davison
Title: Vice President		Title:		VP
		GEOLOGISTICS AMERICAS INC., a Delaware corporation
		By:	/s/ Steven Davison
		Title:		VP
		AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC., a New York corporation
		By:	/s/ Steven Davison
		Title:		VP
		GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company
		By:	/s/ Steven Davison
		Title:		VP

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ACKNOWLEDGEMENT BY GUARANTOR

Dated as of March     , 2004

The undersigned, being the Guarantor under its Amended and Restated Guaranty and Security Agreement, dated November 7, 2001, made in favor of Lender (as amended, modified or supplemented, the “Guaranty”), hereby acknowledges and agrees to the foregoing Third Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”) and confirms and agrees that the Guaranty is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in the Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Although Lender has informed Guarantor of the matters set forth above, and Guarantor has acknowledged the same, Guarantor understands and agrees that Lender has no duty under the Loan Agreement, the Guaranty or any other agreement with Guarantor to so notify Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter.

GEOLOGISTICS CORPORATION, a Delaware corporation
By:	/s/ Steven Davison
Title:		Exec. VP

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EX-4.17

Exhibit 4.17

FOURTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”), dated as of November 4, 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”) and MATRIX INTERNATIONALLOGISTICS, INC., a Delaware corporation (“MIL”), GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), and GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company (“EXPO” and together with MIL and GLA, collectively referred to herein as “Borrowers” and individually, each a “Borrower”).

RECITALS

A.Borrowers and Lender have previously entered into that certain Amended and Restated Loan and Security Agreement dated as of November 7, 2001, as amended by that certain letter amendment dated December 31, 2001, that certain Second Amendment to Amended and Restated Loan and Security Agreement and Waiver dated August 21, 2003, and that certain Third Amendment to Amended and Restated Loan and Security Agreement dated March 26, 2004 (as amended, the “Loan Agreement”), pursuant to which Lender has made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

B.The following Event of Default has occurred and is continuing under the Loan Agreement: (i) the failure of GLC and its Subsidiaries to maintain, on a consolidated basis, the minimum Tangible Net Worth required under Section 9.21 of the Loan Agreement when measured as at the end of the fiscal quarter ending September 30, 2004 (the “Known Existing Default”).

C.Borrowers have requested that Lender waive the Known Existing Default and amend the Loan Agreement on the terms and conditions set forth herein.

D.Borrowers are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Lender’s rights or remedies as set forth in the Loan Agreement is being waived or modified by the terms of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Loan Agreement.

(a)A new Section 1.5.5 is hereby added to the Loan Agreement as follows:

“1.5.5  ‘Approved Subordinated Loan’ shall mean, collectively, one or more loans to GLC and GL UK, guaranteed by the Borrowers and (in the case of the loan to GL UK) GLC, in the principal sum of $10,000,000, with terms, and subject to an intercreditor agreement, approved by Lender.”

(b)Section 1.26 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“EBITDA” shall mean, as to any Person (on an unconsolidated dated basis for each component hereof), with respect to any period, an amount equal to: (a) the Net Income of such Person for such period determined in accordance with GAAP, plus (b) depreciation, amortization and other non-cash charges (including, but not limited to, imputed interest, write down of goodwill and deferred compensation) of such Person for such period (to the extent deducted in the computation of Net Income), all in accordance with GAAP, plus (c) Interest Expense of such Person for such period (to the extent deducted in the computation of Net Income), plus (d) the Provision for Taxes for such period (to the extent deducted in the computation of Net Income).”

(c)Section 1.65 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“1.65  ‘Maximum Credit’ shall mean, with reference to the Revolving Loans and Letter of Credit Accommodations, the amount of Thirty Million Dollars ($30,000,000); provided, that, so long as no Default or Event of Default has occurred and is continuing, such amount shall be increased to Thirty Five Million Dollars ($35,000,000) during a period of thirty (30) days following the date of that certain Fourth Amendment to Amended and Restated Loan and Security Agreement and Waiver between Lender and Borrowers, and thereafter if and when the Approved Subordinated Loan has fully funded, but such amount shall in any event be permanently reduced to Thirty Million Dollars ($30,000,000) on December 31, 2004; and provided further, that, such amount shall be subject to additional increases and decreases pursuant to Section 2.l(c) hereof.”

(d)A new clause (D) is hereby added at the end of Section 2.1(b)(i) of the Loan Agreement as follows:

“(D) the difference of Fifty-Five Million Dollars ($55,000,000) or, during any period in which the Maximum Credit is Thirty Five Million Dollars ($35,000,000) pursuant to the first proviso in Section 1.65 hereof, Sixty Million Dollars ($60,000,000), minus the U.S. Dollar equivalent of the Facility Limit as determined by Lender from time to time based upon prevailing currency exchange rates, or”

(e)Clause (iii) (A) of Section 2.1(c) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

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“(A) increasing the amount of the Global Facility to an amount in excess of Fifty-Five Million Dollars ($55,000,000) or, during any period in which the Maximum Credit is Thirty-Five Million Dollars ($35,000,000) pursuant to the first proviso in Section 1.65 hereof, Sixty Million Dollars ($60,000,000).”

(f)The following is added at the end of Section 9.8(g) of the Loan Agreement:

“and subordinated security interests securing only the Borrower’s guaranties of the Approved Subordinated Loan”

(g)The following is added immediately before the proviso in Section 9.9(d) of the Loan Agreement:

“and the Borrowers’ guaranties of the Approved Subordinated Loan”

(h)Section 9.20 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Minimum EBITDA. GLC and its Subsidiaries shall achieve, on a consolidated basis, EBITDA, measured as at the end of each month on a rolling twelve-month basis, of not less than the amount set forth opposite such month:

Twelve-Month Period Ending	Minimum EDITA
October 31, 2004	$	10,300,000
November 30, 2004	$	11,600,000
December 31, 2004	$	17,250,000
January 31, 2005	$	17,800,000
February 28, 2005	$	17,800,000
March 31, 2005	$	18,500,000
April 30, 2005	$	19,000,000
May 31, 2005	$	19,000,000
June 30, 2005	$	19,700,000
July 31, 2005	$	20,000,000
August 31, 2005	$	21,000,000
September 30, 2005	$	21,600,000
October 31, 2005	$	22,500,000
November 30, 2005	$	23,300,000
December 31, 2005	$	24,000,000
January 31, 2006	$	24,500,000
February 28, 2006	$	25,000,000
March 31, 2006	$	26,000,000
April 30, 2006 and each month thereafter	$	27,000,000	”

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(i)Section 9.21 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Minimum Tangible Net Worth. GLC and its Subsidiaries shall maintain, on a consolidated basis, Tangible Net Worth, measured as at the end of each fiscal quarter, of not less than the amount set forth opposite such quarter:

	Minimum Tangible
Quarter Ending	Net Worth
December 31, 2004	$		(39,800,000	)
March 31, 2005	$		(44,000,000	)
June 30, 2005	$		(46,000,000	)
September 30, 2005	$		(46,400,000	)
December 31, 2005	$	(39,800,000		)
March 31, 2006 and each quarter thereafter	$		(42,000,000	)”

(j)The following is hereby added as Section 9.24 of the Loan Agreement:

“9.24   Sales of Assets by GLC and its Subsidiaries.  Notwithstanding anything permitted under Section 9.7 or otherwise permitted under this Agreement, neither GLC nor any of its Subsidiaries shall sell, assign, lease, transfer, or otherwise dispose in excess of Three Million Dollars ($3,000,000) of any of their respective assets out of the ordinary course of business in any given fiscal year, except for:

“(a) the assets identified on Schedule 9.24;

“(b) financing transactions, including secured financings and factoring arrangements, entered into by any Subsidiary of GLC that is not a Borrower; and

“(c) transactions solely between or among GLC and one or more of its Subsidiaries, or solely between or among two or more Subsidiaries of GLC (including, in each case, capital contributions, dividends and other distributions, loans, mergers, consolidations, liquidations, and dissolutions), but (1) GLC shall not liquidate or dissolve; (2) GLC shall not be a party to any consolidation, (3) if GLC is party to any merger, GLC (shall be the surviving corporation; and (4) no Borrower, and no Subsidiary of any Borrower, shall be a party to any transaction otherwise permitted by this Section 9.24(c) if the transaction would violate other applicable provision of this Agreement.”

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The Loan Agreement is further amended by adding thereto a Schedule 9.24 in the form of Schedule 9.24 to this Amendment.

(k)The first sentence of Section 12.1(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on April 30, 2006 (the “Renewal Date”) unless sooner terminated pursuant to the terms hereof.”

2.Waiver of Known Existing Default. Lender hereby waives the Known Existing Default and all of its rights against Borrowers arising from the Known Existing Default; provided, however, nothing herein shall be deemed a waiver with respect to any other or future failure of Borrowers to comply fully with Sections 9.21 of the Loan Agreement. This waiver shall be effective only for the specific default comprising the Known Existing Default, and in no event shall this waiver be deemed to be a waiver of enforcement of Lender’s rights with respect to any other Defaults or Events of Default now existing or hereafter arising. Nothing contained in this Amendment nor any communications between any Borrower and Lender shall be a waiver of any rights or remedies Lender has or may have against any Borrower, except as specifically provided herein. Except as specifically provided herein, Lender hereby reserves and preserves all of its rights and remedies against each Borrower under the Loan Agreement and the other Financing Agreements.

3.Release; Covenant Not to Sue.

(a)Each Borrower hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which such Borrower has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Borrower in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MIGHT HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

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Each Borrower acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and maybe used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(b)Each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by Borrower pursuant to the above release. If any Borrower or any of its successors, assigns or other legal representations violates the foregoing covenant, such Borrower, for itself and its successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Released Party as a result of such violation.

4.Compliance Certificate: As of the effective date of this Amendment, each compliance certificate delivered pursuant to Section 9.6(a) of the Loan Agreement shall include a schedule, in form reasonably satisfactory to Lender, of all asset sales considered in determining whether GLC and each of its Subsidiaries are in compliance with the covenant set forth in Section 9.24 of the Loan Agreement.

5.Effectiveness of this Amendment. Lender must have received the following items, each in form and content acceptable to Lender, before this Amendment and the waiver provided for herein are effective.

(a)Amendment; Acknowledgement and Release. This Amendment and the attached Acknowledgement and Release by Guarantor, each fully executed in a sufficient number of counterparts for distribution to all parties.

(b)Renewal Fee. A renewal fee, which may be paid by way of a charge against Borrowers’ loan account, in the amount of Two Hundred Twenty-Five Thousand Dollars ($225,000), which fee is fully earned as of and due and payable on the date hereof.

(c)Line Increase Fee. A line increase fee, which may be paid by way of a charge against Borrowers’ loan account, in the amount of Fifty Thousand Dollars ($50,000), which fee is fully earned as of and due and payable on the date hereof.

(d)Amendment to Guaranty. A duly executed amendment, in form and substance satisfactory to Lender in its sole discretion, of that certain Amended and Restated Guaranty and Security Agreement, dated November 7, 2001, executed by GLC in favor of Lender, in a sufficient number of counterparts for distribution to all parties.

(e)Deposit Account Control Agreement. A Deposit Account Control Agreement, in form and substance satisfactory to Lender in its sole discretion, with respect to each deposit account of GLC, other than deposit accounts of GLC specifically and exclusively

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used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of GLC’s salaried employees, each duly authorized, executed and delivered by GLC and the bank at which each such deposit account is maintained.

(f)UK Facility Amendment. A fully-executed amendment to the UK Loan Agreement effecting such amendments thereto as may be necessary to reflect the amendments herein.

(g)Representations and Warranties. The representations and warranties set forth herein and in the Loan Agreement, other than any such representations or warranties that, by their terms, are specifically made as of a date other that the date hereof, must be true and correct.

(h)Other Required Documentation. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Lender.

6.Representations and Warranties. Borrowers represent and warrant as follows:

(a)Authority. Each Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Financing Agreements (as amended or modified hereby) to which it is a party. The execution, delivery and performance by each Borrower of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.

(b)Enforceability. This Amendment has been duly executed and delivered by each Borrower. This Amendment and each Financing Agreement (as amended or modified hereby) is the legal, valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, and is in full force and effect.

(c)Representations and Warranties. The representations and warranties contained in each Financing Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof.

(d)Due Execution. The execution, delivery and performance of this Amendment are within the power of each Borrower, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on such Borrower.

(e)Deposit Accounts. Neither GLC nor any Borrower has any deposit or investment accounts with any bank, savings and loan or other financial institution, except as set forth on the attached Exhibit A.

(f) No Default. After giving effect to the waiver contained in this Amendment, no event has occurred and is continuing that constitutes an Event of Default.

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(g)No Duress. This Amendment has been entered into without force or duress, of the free will of each Borrower. Each Borrower’s decision to enter into this Amendment is a fully informed decision and such Borrower is aware of all legal and other ramifications of such decision.

(h)Counsel. Each Borrower has read and understands this Amendment, has consulted with and been represented by legal counsel in connection herewith, and has been advised by its counsel of its rights and obligations hereunder and thereunder.

7.Choice of Law. The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the internal laws of the State of California governing contracts only to be performed in that State.

8.Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

9.Reference to and Effect on the Financing Agreements.

(a)Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Financing Agreements to “the Loan Agreement”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby.

(b)Except as specifically amended above, the Loan Agreement and all other Financing Agreements, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Lender.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

(d)To the extent that any terms and conditions in any of the Financing Agreements shall contradict or be in conflict with any terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended hereby.

10.Ratification. Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Loan Agreement, as amended hereby, and the Financing Agreements effective as of the date hereof.

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11.Estoppel. To induce Lender to enter into this Amendment and to continue to make advances to Borrowers under the Loan Agreement, each Borrower hereby acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense, counterclaim or objection in favor of any Borrower as against Lender with respect to the Obligations.

12.Integration. This Amendment, together with the other Financing Agreements, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

13.Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

“LENDER”		“BORROWERS”
CONGRESS FINANCIAL CORPORATION		MATRIX INTERNATIONAL LOGISTICS,
(WESTERN),		INC,,
a California corporation		a Delaware corporation
By:	/s/ Gary Whitaker	By:	/s/ Michael Bible
Name:  Gary Whitaker		Name:    Michael Bible
Title:    Vice President		Title:      Vice President
		GEOLOGISTICS AMERICAS INC.,
		a Delaware corporation
		By:	/s/ Michael Bible
		Name:    Michael Bible
		Title:      Vice President, Finance
		GEOLOGISTICS EXPO SERVICES, LLC,
		a Georgia limited liability company
		By:	/s/ Michael Bible
		Name:    Michael Bible
		Title:      Manager

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ACKNOWLEDGEMENT AND RELEASE BY GUARANTOR

Dated as of November 4, 2004

The undersigned, being the Guarantor under its Amended and Restated Guaranty and Security Agreement, dated November 7, 2001, made in favor of Lender (as amended, modified or supplemented, the “Guaranty”), hereby acknowledges and agrees to the foregoing Fourth Amendment to Amended and Restated Loan and Security Agreement and Waiver (the “Amendment”) and confirms and agrees that the Guaranty is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in the Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Although Lender has informed Guarantor of the matters set forth above, and Guarantor has acknowledged the same. Guarantor understands and agrees that Lender has no duty under the Loan Agreement, the Guaranty or any other agreement with Guarantor to so notify Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter.

Guarantor hereby absolutely and unconditionally releases and forever discharges Released Party, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which Guarantor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date hereof, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of Guarantor in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MIGHT HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any

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Released Party on the basis of any claim released, remised and discharged by Guarantor pursuant to the above release, If Guarantor or any of its successors, assigns or other legal representations violates the foregoing covenant, Guarantor, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Released Party as a result of such violation.

GEOLOGISTICS CORPORATION,
a Delaware corporation
By:	/s/ Rima Hochman
Name: Rima Hochman
Title:   Controller

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EX-4.18

Exhibit 4.18

FIFTH AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December     , 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”) and MATRIX INTERNATIONAL LOGISTICS, INC., a Delaware corporation (“MIL”), GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”), and GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company (“EXPO” and together with MIL and GLA, collectively referred to herein as “Borrowers” and individually each a “Borrower”).

RECITALS

A.Borrowers and Lender have previously entered into that certain Amended and Restated Loan and Security Agreement dated as of November 7, 2001, as amended by that certain letter amendment dated December 31,2001, that certain Second Amendment to Amended and Restated Loan and Security Agreement and Waiver dated August 21, 2003, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated March 26, 2004 and that certain Fourth Amendment to Amended and Restated Loan and Security Agreement and Waiver dated as of November 4, 2004 (as amended, the “Loan Agreement”), pursuant to which Lender has made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

B.Borrowers have requested that Lender consent to the “Second Lien Loan Documents” (as defined below), and Lender is willing to consent thereto subject to the terms and conditions set forth herein.

C.Borrowers are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Lender’s rights or remedies as set forth in the Loan Agreement is being waived or modified by the terms of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Loan Agreement.

(a)A new Section 1.87.5 is hereby added to the Loan Agreement asfollows:

“1.87.5 ‘Second Lien Loan Documents’ shall mean that certain Second Lien Credit Agreement dated as of December     , 2004 among GLC, the lenders party thereto, Citicorp North America, Inc., as administrative agent, and Bear Stearns Corporate Lending Inc., as syndication agent, that certain Second Lien Facility

Agreement dated December         , 2004 among GL UK, GLC and those subsidiaries of GLC party thereto as guarantors, the lenders party thereto, Citicorp Global Markets Inc. and Bear, Stearns & Co. Inc. as joint lead arrangers and joint book-running managers, Citicorp North America, Inc., as administrative agent, and Bear Stearns Corporate Lending Inc., as syndication agent, together with any and all agreements, instruments and other documents executed by GLC, GL UK or any of their Subsidiaries or Affiliates at any time in connection therewith, in each case as they may be amended, modified, supplemented, restated or replaced from time to time.”

(b)Section 1.65 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

“1.65 ‘Maximum Credit’ shall mean, with reference to the Revolving Loans and Letter of Credit Accommodations, the amount of Thirty Million Dollars ($30,000,000); provided, that, so long as no Default or Event of Default has occurred and is continuing, such amount shall be increased to Thirty-Five Million Dollars ($35,000,000) during the period from November 4, 2004 to December 31 2004.”

(c)Clause (D) of Section 2.1(b)(i) of the Loan Agreement is hereby deleted in its entirety.

(d)Section 2.1(c) of the Loan Agreement is hereby deleted in its entirety.

(e)A new Section 9.8(h) is hereby added to the Loan Agreement as follows:

“(h) subordinated security interests held by Citicorp North America, Inc. as administrative agent under the Second Lien Loan Documents, in essentially all of the property of Borrowers and Sea Bridge Container Lines, Inc., a Delaware corporation, as guarantors thereunder.”

(f)A new Section 9.9(h) is hereby added to the Loan Agreement as follows:

“(h) guarantees of Borrowers and Sea Bridge Container Lines, Inc., a Delaware corporation, pursuant to the Second Lien Loan Documents.”

(g)A new Section 9.24 is hereby added to the Loan Agreement as follows;

“9.24 Second Lien Loan Documents. No Borrower shall, nor permit any of its Subsidiaries or Affiliates to, (a) make any voluntary principal prepayments on account of the Second Lien Loan Documents, or (b) amend, supplement or otherwise modify any of the Second Lien Loan Documents in a manner that would (i) increase the principal amount owing thereunder or the amount of any interest, fees or other charges thereon, (ii) shorten the maturity thereof or require any additional principal payments thereon, or (iii) make any of the covenants therein materially more restrictive upon such Borrower or any of its Subsidiaries

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or Affiliates or materially increase the likelihood of the occurrence of any ‘Event of Default’ thereunder and as defined therein.”

(h)A new Section 10. l(s) is hereby added to the Loan Agreement as follows:

“(s) any ‘Event of Default’ shall occur under and as defined in any of the Second Lien Loan Documents.”

2.Effectiveness of this Amendment. Lender must have received the following items, each in form and content acceptable to Lender, before this Amendment is effective.

(a)Amendment; Acknowledgement. This Amendment and the attached Acknowledgement by Guarantor, each fully executed in a sufficient number of counterparts for distribution to all parties.

(b)Intercreditor Agreement. An Intercreditor Agreement duly executed and delivered by Citicorp North America, Inc. as administrative and collateral agent under the Second Lien Loan Documents and by GLC and each of its Subsidiaries that are named as a “Loan Party” thereto.

(c)Guarantees and Security Agreements. Guarantees and Security Agreements duly executed and delivered by LIW Holding Corp., a Delaware corporation and Sea Bridge Container Lines, Inc., a Delaware corporation, respectively.

(d)Representations and Warranties. The representations and warranties set forth herein and in the Loan Agreement, other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof, must be true and correct.

(e)Other Required Documentation. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Lender.

3.Representations and Warranties. Borrowers represent and warrant as follows:

(a)Authority. Each Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Financing Agreements (as amended or modified hereby) to which it is a party. The execution, delivery and performance by each Borrower of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.

(b)Enforceability. This Amendment has been duly executed and delivered by each Borrower. This Amendment and each Financing Agreement (as amended or modified hereby) is the legal, valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, and is in full force and effect.

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(c)Representations and Warranties. The representations and warranties contained in each Financing Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof.

(d)Due Execution. The execution, delivery and performance of this Amendment are within the power of each Borrower, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on such Borrower.

(e)No Default. No event has occurred and is continuing that constitutes an Event of Default.

4.Choice of Law. The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder, shall be determined under, governed by, an construed in accordance with the internal laws of the State of California governing contracts only to be performed in that State.

5.Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

6.Reference to and Effect on the Financing Agreements.

(a)Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Financing Agreements to “the Loan Agreement”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby.

(b)Except as specifically amended above, the Loan Agreement and all other Financing Agreements, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Lender.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

(d)To the extent that any terms and conditions in any of the Financing Agreements shall contradict or be in conflict with any terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended hereby.

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7.Ratification. Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Loan Agreement, as amended hereby, and the Financing Agreements effective as of the date hereof.

8.Estoppel. To induce Lender to enter into this Amendment and to continue to make advances to Borrowers under the Loan Agreement, each Borrower hereby acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense, counterclaim or objection in favor of any Borrower as against Lender with respect to the Obligations.

9.Integration. This Amendment, together with the other Financing Agreements, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

10.Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby,

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

“LENDER”		“BORROWERS”
CONGRESS FINANCIAL CORPORATION		MATRIX INTERNATIONAL LOGISTICS,
(WESTERN),		INC.,
a California corporation		a Delaware corporation
By:	/s/ Gary Whitaker	By:	/s/ R. Jackson
Name:	Gary Whitaker	Name:	R. Jackson
Title:	Vice President	Title:	Director
		GEOLOGISTICS AMERICAS INC.,
		a Delaware corporation
		By:	/s/ R. Jackson
		Name:	R. Jackson
		Title:	Ass Secretary
		GEOLOGISTICS EXPO SERVICES, LLC,
		a Georgia limited liability company
		By:	/s/ R. Jackson
		Name:	R. Jackson
		Title:	Ass Secretary

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ACKNOWLEDGEMENT BY GUARANTOR

Dated as of December 10, 2004

The undersigned, being the Guarantor under its Amended and Restated Guaranty and Security Agreement, dated November 7, 2001, made in favor of Lender (as amended, modified or supplemented, the “Guaranty”), hereby acknowledges and agrees to the foregoing Fifth Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”) and confirms and agrees that the Guaranty is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in the Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Although Lender has informed Guarantor of the matters set forth above, and Guarantor has acknowledged the same, Guarantor understands and agrees that Lender has no duty under the Loan Agreement, the Guaranty or any other agreement with Guarantor so notify Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter.

GEOLOGISTICS CORPORATION,
a Delaware corporation
By:	/s/  R. Jackson
Name:	R. Jackson
Title:	VP - General Counsel

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EX-4.19

Exhibit 4.19

AMENDED AND RESTATED

GUARANTY AND SECURITY AGREEMENT

November 7, 2001

Congress Financial Corporation (Western)

251 South Lake Avenue, Suite 900

Pasadena, California 91101

Re: Geologistics Americas Inc., Matrix International Services, Inc. (formerly GeoLogistics Services, Inc.), Air Freight Consolidators International, Inc. and LEP Fairs Inc.

Ladies and Gentlemen:

The undersigned (“Guarantor”) has previously executed that certain Guarantee and Security Agreement, dated March 23, 2000 (the “Original Guaranty”), in favor of Congress Financial Corporation (Western) (“Lender”), pursuant to which Guarantor has guaranteed the payment of all obligations of Geologistics Americas Inc. (“GLA”), Matrix International Logistics, Inc. (“MIL”), Bekins Worldwide Solutions, Inc. (“BWS”) and Bekins Van Lines, LLC (“BVL”,and together with GLA, MIL and BWS, the “Original Borrower”) to Lender arising under or in connection with that certain Loan and Security Agreement, dated March 23, 2000, among the Original Borrowers and Lender (as amended through the date hereof, the “Original Loan Agreement”), which guaranty is secured by a grant of security interest in all of Guarantor’s personal property as set forth therein as well as a pledge of the stock of LIW Holding Corp., a Delaware corporation, made by Guarantor in favor of Lender pursuant to that certain Stock Pledge Agreement, dated March 23, 2000 (the “Stock Pledge”).

BVL, BWS and Lender are parties to an Amended and Restated Loan and Security Agreement, of even date herewith (the “BVL/BWS Loan Agreement”), pursuant to which, among other things, Lender will continue to make loans and provide other financial accommodations to BVL and BWS.

GLA, MIL, Air Freight Consolidators International, Inc. and LEP Fairs Inc. (collectively, “Borrower”) and Lender are parties to an Amended and Restated Loan and Security Agreement, of even date herewith (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), pursuant to which, among other things, Lender will make, or continue to make, as the case may be, loans and provide other financial accommodations to Borrower, and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (except for the BVL/BWS Loan Agreement and any documents or agreements specifically related thereto), including, but not limited to, this Amended and Restated Guaranty and Security Agreement (this “Agreement”) and the Stock Pledge (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as

the “Financing Agreements”).

Lender and Guarantor now wish to amend and restate the terms of the Original Guaranty under the terms and conditions contained in this Agreement.

1.Definitions. As used herein the following terms shall have the meanings stated (all terms used herein related to the attachment, perfection, priority or enforcement of the security interests granted hereby which are defined in Division 1 or Division 9 of the UCC shall have the meanings given therein unless otherwise defined in this Agreement).

(a)“Accounts” shall mean all present and future rights of Guarantor to payment of a monetary obligation, whether or not earned by performance, which are not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred or (d) arising out of the use of a credit, charge or debit card along with all information contained on of for use with such card.

(b)“Collateral” shall have the meaning set forth in Section 3 hereof.

(c)“Collateral Access Agreement” shall mean an agreement in writing, in form and substance satisfactory to Lender, from any lessor of premises to Guarantor, or any other person to whom any Collateral (including Inventory, Equipment, bills of lading or other documents of title) is consigned or who has custody, control or possession of any such Collateral is located, pursuant to which such lessor, consignee or other person, inter alia, acknowledges the first priority security interest of Lender in such Collateral, agrees to waive any and all claims such lessor, consignee or other person may, at any time, have against such Collateral, whether for processing, storage or otherwise, and agrees to permit Lender access to, and the right to remain on, the premises of such lessor, consignee or other person so as to exercise Lender’s rights and remedies and otherwise deal with such Collateral and, in the case of any consignee or other person who at any time has custody, control or possession of any Collateral, acknowledges that it holds and will hold possession of the Collateral for the benefit of Lender and agrees to follow all instructions of Lender with respect thereto.

(d)“Default” shall mean an act, condition or event which with notice or passage of time or both would constitute an Event of Default.

(e)“Deposit Account Control Agreement” shall mean an agreement in writing, in form and substance satisfactory to Lender, by and among Lender, Guarantor and any bank at which any deposit account of Guarantor is at any time maintained which provides that such bank will comply with instructions originated by Lender directing disposition of the funds in the deposit account without further consent by Guarantor and such other terms and conditions as Lender may require.

(f)“Equipment” shall mean all of Guarantor’s now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment and computer hardware and software, whether owned or licensed, and including embedded software, vehicles, tools, furniture, fixtures, all attachments, accessions and property

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now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.

(g)“Event of Default” and “Events of Default” shall have the meanings set forth in Section 10(a) hereof.

(h)“GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Boards which are applicable to the circumstances as of the date of determination consistently applied.

(i)“Governmental Authority” shall mean any nation or government, any state, province, or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

(j)“Information Certificate” shall mean the Information Certificate of Guarantor constituting Exhibit A hereto containing material information with respect to Guarantor, its business and assets provided by or on behalf of Guarantor to Lender in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

(k)“Intellectual Property” shall mean all of Guarantor’s now owned and hereafter arising or acquired: patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright registrations, trademarks, trade names, trade styles, trademark and service mark applications, and licenses and rights to use any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or the license of any trademark); customer and other lists in whatever form maintained; and trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registrations; software and contract rights relating to software, in whatever form created or maintained.

(1)“Inventory” shall mean all of Guarantor’s now owned and hereafter existing or acquired goods, whenever located, which (a) art leased by Guarantor as lessor, (b) are held by Guarantor for sale or lease or to be furnished under a contract of service, (c) are furnished by Guarantor under a contract of service or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business.

(m)“Investment Property Control Agreement” shall mean an agreement in writing, in form and substance satisfactory to Lender, by and among Lender, Guarantor and any securities intermediary, commodity intermediary or other person who has custody, control or

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possession of any investment property of Guarantor acknowledging that such securities intermediary, commodity intermediary or other person has custody, control or possession of such investment property on behalf of Lender, that it will comply with entitlement orders originated by Lender with respect to such investment property, or other instructions of Lender, or (as the case may be) apply any value distributed on account of any commodity contract as directed by Lender, in each case, without the further consent of Guarantor and including such other terms and conditions as Lender may require.

(n)“Obligor” and “Obligors” shall have the meanings set forth in Section 4(a) hereof.

(o)“Receivables” shall mean all of the following now owned or hereafter arising or acquired property of Guarantor: (a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; and (c) all payment intangibles of Guarantor and other contract rights, chattel paper, instruments, notes, and other forms of obligations owing to Guarantor, whether from the sale and lease of goods or other property, licensing of any property (including Intellectual Property or other general intangibles), rendition of services or from loans or advances by Guarantor or to or for the benefit of any third person (including loans or advances to any affiliates or subsidiaries of Guarantor) or otherwise associated with any Accounts, Inventory or general intangibles of Guarantor (including, without limitation, choses in action, causes of action, tax refunds, tax refund claims, any funds which may become payable to Guarantor in connection with the termination of any employee benefit plan and any other amounts payable to Guarantor from any employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds thereof and proceeds of insurance covering the lives of employees on which Guarantor is a beneficiary).

(p)“Records” shall mean all of Guarantor’s present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of Guarantor with respect to the foregoing maintained with or by any other person).

(q)“UCC” shall mean the Uniform Commercial Code as in effect in the State of California, and any successor statute, as in effect from time to time (except that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of California on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Lender may otherwise determine.

2.Guaranty.

(a)Guarantor absolutely and unconditionally guarantees and agrees to be liable for the full and indefeasible payment and performance when due of the following (all of which are collectively referred to herein as the “Guaranteed Obligations”): (i) all obligations,

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liabilities and indebtedness of any kind, nature and description of Borrower to Lender and/or its affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under or in connection with the Loan Agreement and the other Financing Agreements, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Loan Agreement or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case and including loans, interest, fees, charges and expenses related thereto and all other obligations of Borrower or its successors to Lender arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Lender and (ii) all reasonable expenses (including, without limitation, reasonable attorneys’ fees and legal expenses) incurred by Lender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower’s obligations, liabilities and indebtedness as aforesaid to Lender, the rights of Lender in any collateral or under this Agreement and all other Financing Agreements or in any way involving claims by or against Lender directly or indirectly arising out of or related to the relationships between Borrower, Guarantor or any other Obligor and Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to Borrower or Guarantor under the United States Bankruptcy Code or any similar statute.

(b)This Agreement is a guaranty of payment and not of collection. Guarantor agrees that Lender need not attempt to collect any Guaranteed Obligations from Borrower, Guarantor or any other Obligor or to realize upon any collateral, but may require Guarantor to make immediate payment of all of the Guaranteed Obligations to Lender when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Lender may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including attorneys’ fees and legal expenses incurred by Lender with respect thereto or otherwise chargeable to Borrower or Guarantor) and in such order as Lender may elect.

(c)Payment by Guarantor shall be made to Lender at the office of Lender from time to time on demand as Guaranteed Obligations become due. Guarantor shall make all payments to Lender on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against Guarantor either in the same action in which Borrower or any other Obligor is sued or in separate actions. In the event any claim or action, or action on any judgment, based on this Agreement is brought against Guarantor, Guarantor agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by Lender to Guarantor.

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3.Grant and Perfection of Security Interest.

(a)Grant of Security Interest. To secure payment and performance of the Guaranteed Obligations, Guarantor hereby grants to Lender a continuing security interest in, a lien upon, and aright of set off against, and hereby assigns to Lender as security, all of its personal property and interests in property, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Guaranteed Obligations at any time granted to or held or acquired by Lender, the “Collateral”), including:

(i)all Accounts;

(ii)all general intangibles, including, without limitation, all Intellectual Property and all accounts owed to Guarantor by any of its Affiliates;

(iii)all Inventory and Equipment (collectively, “Goods”);

(iv)all chattel paper (including all tangible and electronic chattel paper);

(v)all instruments (including all promissory notes);

(vi)all documents;

(vii)all deposit accounts;

(viii)all letters of credit, banker’s acceptances and similar instruments and including all letter-of-credit rights;

(ix)all supporting obligations and all present and future liens, security interests, rights remedies, title and interest in, to and in respect of Receivables and other Collateral, including: (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (B) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (C) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing. Receivables or other Collateral, including, returned, repossessed and reclaimed goods, and (D) deposits by and property of account debtors or other persons securing the obligations of account debtors;

(x)all (A) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of Guarantor now or hereafter held or received by or in transit to Lender or its affiliates or at any other depository or other institution from or for the account of Guarantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise;

(xi)to the extent not otherwise described above, all Receivables;

(xii)all Records; and

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(xiii)all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the Collateral.

(b)Perfection of Security Interest.

(i)Guarantor irrevocably and unconditionally authorizes Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming Lender or its designee as the secured party and Guarantor as debtor, as Lender may require, and including any other information with respect to Guarantor or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as Lender may determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Guarantor hereby ratifies and approves all financing statements naming Lender or its designee as secured party and Guarantor as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of Lender prior to the date hereof and ratifies and confirms the authorization of Lender to file such financing statements (and amendments, if any). Guarantor hereby authorizes Lender to adopt on behalf of Guarantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming Lender or its designee as the secured party and Guarantor as debtor includes assets and properties of Guarantor that do not at any time constitute Collateral, whether hereunder, under any of the Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by Guarantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall Guarantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Lender or its designee as secured party and Guarantor as debtor.

(ii)Guarantor has no chattel paper (whether tangible or electronic) or instruments as of the date hereof, except as set forth in Schedule 3(b)(ii) hereto. In the event that Guarantor shall be entitled to or shall receive any chattel paper or instrument after the date hereof other than the type described in Schedule 3(b)(ii) hereto, Guarantor shall promptly notify Lender thereof in writing. Promptly upon the receipt thereof by or on behalf of Guarantor (including by any agent or representative), Guarantor shall deliver, or cause to be delivered to Lender, all such tangible chattel paper and instruments that Guarantor may at any time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as Lender may from time to time specify, in each case except as Lender may otherwise agree. At Lender’s option, Guarantor shall, or Lender may at any time on behalf of Guarantor, cause the original of any such instrument or chattel paper to be conspicuously marked in a form and manner acceptable to Lender with the following legend referring to chattel paper or instruments as applicable: “This [chattel paper] [instrument] is subject to the security interest of Congress Financial Corporation (Western) and any sale, transfer, assignment or encumbrance of this [chattel paper] [instrument] violates the rights of such secured party.”

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(iii)In the event that Guarantor shall at any time hold or acquire an interest in any electronic chattel paper or any “transferable record” (as such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), Guarantor shall promptly notify Lender thereof in writing. Promptly upon Lender’s request, Guarantor shall take, or cause to be taken, such actions as Lender may reasonably request to give Lender control of such electronic chattel paper under Section 9-105 of the UCC and control of such transferable record under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction.

(iv)Guarantor has no deposit accounts as of the date hereof, except as set forth in the Information Certificate. Guarantor shall not, directly or indirectly, after the date hereof open, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) Lender shall have received not less than five (5) Business Days’ prior written notice of the intention of Guarantor to open or establish such account which notice shall specify inreasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom Guarantor is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be acceptable to Lender, and (iii) on or before the opening of such deposit account, Guarantor shall as Lender may specify either (A) deliver to Lender a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by Guarantor and the bank at which such deposit account is opened and maintained or (B) arrange for Lender to become the customer of the bank with respect to the deposit account on terms and conditions acceptable to Lender. The terms of this Section 3(b)(iv) shall not apply to deposit accounts (I) in existence as of the date hereof or (II) specifically and exclusively (a) used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Guarantor’s salaried employees or (b) containing funds received on or about the date hereof by Guarantor from the sale of its stock to funds managed by Questor Management Company, LLC.

(v)Guarantor does not own or hold, directly or indirectly, beneficially or as record owner or both, any investment property, as of the date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in each case except as set forth in the Information Certificate.

(vi)Except as set forth in Schedule 3(b)(iv), Guarantor is not the beneficiary of, or is otherwise directly entitled to any right to payment under any letter of credit, banker’s acceptance or similar instrument as of the date hereof. In the event that Guarantor shall be entitled to or shall receive any direct right to payment under any letter of credit, banker’s acceptance or any similar instrument, whether as beneficiary thereof or otherwise after the date hereof, Guarantor shall promptly notify Lender thereof in writing. Guarantor shall immediately, as Lender may specify, either (A) deliver, or cause to be delivered to Lender, with respect to any such letter of credit, banker’s acceptance or similar instrument, the written agreement of the issuer and any other nominated person obligated to make any payment in respect thereof (including any confirming or negotiating bank), in form and substance satisfactory to Lender,

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consenting to the assignment of the proceeds of the letter of credit to Lender by Guarantor and agreeing to make all payments thereon directly to Lender or as Lender may otherwise direct or (B) cause Lender to become, at Guarantor’s expense, the transferee beneficiary of the letter of credit, banker’s acceptance or similar instrument (as the case may be).

(vii)As of the date hereof, Guarantor has no commercial tort claims in which the amount claimed by the Guarantor is in excess of Two Hundred Fifty Thousand Dollars ($250,000). In the event that Guarantor shall at any time after the date hereof have any commercial tort claims in which the amount claimed by the Guarantor is in excess of Two Hundred Fifty Thousand Dollars ($250,000), Guarantor shall promptly notify Lender thereof in writing, which notice shall (A) set forth in reasonable detail the basis for and nature of such commercial tort claim and (B) include the express grant by Guarantor to Lender of a security interest in such commercial tort claim (and the proceeds thereof). In the event that such notice does not include such grant of a security interest, the sending thereof by Guarantor to Lender shall be deemed to constitute such grant to Lender. Upon the sending of such notice, any commercial tort claim described therein shall constitute part of the Collateral and shall be deemed included therein. Without limiting the authorization of Lender provided in Section 3(b) hereof or otherwise arising by the execution Guarantor of this Agreement or any of the other Financing Agreements, Lender is hereby irrevocably authorized from time to time and at any time to file such financing statements naming Lender or its designee as secured party and Guarantor as debtor, or any amendments to any financing statements, covering any such commercial tort claim as Collateral. In addition, Guarantor shall promptly upon Lender’s request, execute and deliver, or cause to be executed and delivered, to Lender such other agreements, documents and instruments as Lender may require in connection with such commercial tort claim.

(viii)Guarantor does not have any Goods, documents of title or other Collateral in the custody, control or possession of a third party as of the date hereof, except as set forth in the Information Certificate and except for Goods located in the United States in transit to a location of Guarantor permitted herein in the ordinary course of Guarantor’s business in the possession of the carrier transporting such Goods. In the event that any Goods, documents of title or other Collateral are at any time after the date hereof in the custody, control or possession of any other person not referred to in the Information Certificate or such carriers, Guarantor shall promptly notify Lender thereof in writing. Promptly upon Lender’s request, Guarantor shall deliver to Lender a Collateral Access Agreement duly authorized, executed and delivered by such person and Guarantor.

(ix)Guarantor shall take any other actions reasonably requested by Lender from time to time to cause the attachment, perfection and first priority of, and the ability of Lender to enforce, the security interest of Lender in any and all of the Collateral, including, without limitation, (A) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC or other applicable law, to the extent, if any, that Guarantor’s signature thereon is required therefore, (B) causing Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Lender to enforce, the security interest of Lender in such Collateral, (C) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to

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attachment, perfection or priority of, or ability of Lender to enforce, the security interest of Lender in such Collateral, and (D) obtaining the consents and approvals of any Governmental Authority or third party, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, and taking all actions required by any earlier versions of the UCC or by other law, as applicable in any relevant jurisdiction.

4.Waivers and Consents.

(a)Notice of acceptance of this Agreement, the making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to (i) any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender for the obligations of Borrower or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), (iii) the exercise of, or refraining from the exercise of any rights against Borrower or any other Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations and (v) any financing by Lender of Borrower under Section 364 of the United States Bankruptcy Code or consent to the use of cash collateral by Lender under Section 363 of the United States Bankruptcy Code. Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or affected by any of the foregoing.

(b)No invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations shall affect, impair or be a defense to this Agreement, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Agreement, affect, impair or be a defense to this Agreement. Without limitation of the foregoing, the liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Lender to perfect or continue perfection of any lien or security interest in any collateral or any delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrower’s liability for such amounts does not, or ceases to, exist by operation of law. Guarantor acknowledges that Lender has not made any representations to Guarantor with respect to Borrower, any other Obligor or otherwise in connection with the execution and delivery by Guarantor of this Agreement and Guarantor is not in any respect relying upon Lender or any statements by Lender in connection with this Agreement.

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(c)Until the indefeasible payment in full of the Guaranteed Obligations, Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrower, any collateral for the Guaranteed Obligations or other assets of Borrower or any other Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrower or any other Obligor upon the Guaranteed Obligations or realized from their property.

(d)Without limiting the generality of any other waiver or other provision set forth in this Agreement, in accordance with Section 2856 of the California Civil Code, Guarantor hereby irrevocably and unconditionally waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.

(e)Without limiting the generality of any other waiver or other provision set forth in this Agreement, in accordance with Section 2856 of the California Civil Code, Guarantor waives all rights and defenses that Guarantor may have because the Guaranteed Obligations are secured by real property. This means, among other things: (i) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower, and (ii) if Lender forecloses on any real property collateral pledged by Borrower: (A) the amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) the Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guaranteed Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

(f)Without limiting the generality of any other waiver or other provision set forth in this Agreement, Guarantor hereby irrevocably and unconditionally waives and relinquishes, to the maximum extent such waiver or relinquishment is permitted by applicable law, any and all rights, claims and defenses arising directly or indirectly under Sections 2787 through 2855, inclusive, of the California Civil Code and Sections 580a, 580b, 580c, 580d and 726 of the California Code of Civil Procedure or any similar laws of any other jurisdiction.

5.Subordination. Payment of all amounts now or hereafter owed to Guarantor by Borrower or any other Obligor is hereby subordinated in right of payment to the indefeasible payment in full to Lender of the Guaranteed Obligations and all such amounts and any security and guarantees therefor are hereby assigned to Lender as security for the Guaranteed Obligations.

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6.Acceleration. Notwithstanding anything to the contrary contained herein or any of the terms of any of the other Financing Agreements, the liability of Guarantor for the entire Guaranteed Obligations shall mature and become immediately due and payable, even if the liability of Borrower or any other Obligor therefor does not, upon the occurrence of any act, condition or event which constitutes a Default or an Event of Default as defined below.

7.Account Stated. The books and records of Lender showing the account between Lender and Borrower shall be admissible in evidence in any action or proceeding against or involving Guarantor as prima facie proof of the items therein set forth, and the monthly statements of Lender rendered to Borrower, to the extent to which no written objection is made within thirty (30) days from the date of sending thereof to Borrower, shall be deemed conclusively correct and constitute an account stated between Lender and Borrower and be binding on Guarantor.

8.Representations and Warranties. Guarantor hereby represents and warrants to Lender the following (which shall survive the execution and delivery of this Agreement):

(a)Financial Statements; No Material Adverse Change. All financial statements relating to Guarantor and its direct or indirect subsidiaries which have been or may hereafter be delivered by Guarantor or any of its subsidiaries to Lender have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include any notes) and fairly present in all material respects the financial condition and the results of operations of Guarantor and its subsidiaries as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements so furnished, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Guarantor or any of its subsidiaries, since the date of the most recent audited financial statements so furnished.

(b)Name; State of Organization; Chief Executive Office; Collateral Locations.

(i)The exact legal name of Guarantor is as set forth on the signature page of this Agreement and in the Information Certificate. Guarantor has not, during the past five years, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Information Certificate.

(ii)Guarantor is an organization of the type, and organized in the jurisdiction, set forth in the Information Certificate. The Information Certificate accurately sets forth the organizational identification number of Guarantor or accurately state that Guarantor has none and accurately sets forth the federal employer identification number of Guarantor.

(iii) The chief executive office of Guarantor and Guarantor’s Records concerning Accounts are located only at the address identified as such in the Information Certificate and its only other places of business and the only other locations of Collateral, if any, are the addresses set forth in the Information Certificate, subject to the right of Guarantor to

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establish new locations in accordance with Section 9(b) below. The Information Certificate correctly identifies any of such locations which are not owned by Guarantor and sets forth the owners and/or operators thereof.

(c)Accuracy and Completeness of Information. All information furnished by or on behalf of Guarantor in writing to Lender in connection with this Agreement or any of the other Financing Agreements or any transaction contemplated hereby or thereby, including all information on all Schedules hereto, is true and correct in all material respects on the date as of which such information is dated or certified and does not omit any material fact necessary in order to make such information not misleading. No event or circumstance has occurred which has had or could reasonably be expected to have a material adverse affect on the business, assets or condition (financial or other) of Guarantor, which has not been fully and accurately disclosed to Lender in writing.

(d)Survival of Warranties; Cumulative. All representations and warranties contained in this Agreement or any of the other Financing Agreements shall survive the execution and delivery of this Agreement and shall be conclusively presumed to have been relied on by Lender regardless of any investigation made or information possessed by Lender. The representations and warranties set forth herein shall be cumulative and in addition to any other representations or warranties which Guarantor shall now or hereafter give, or cause to be given, to Lender.

9.Affirmative and Negative Covenants.

(a)Maintenance of Existence.

(i)Guarantor shall at all times preserve, renew and keep in full, force and effect its corporate existence and rights and franchises with respect thereto and maintain in full force and effect all permits, licenses, trademarks, tradenames, approvals and authorizations necessary to carry on the business as presently or proposed to be conducted.

(ii)Guarantor shall not change its name unless each of the following conditions is satisfied: (A) Lender shall have received not less than thirty (30) days’ prior written notice from Guarantor of such proposed change in its corporate name, which notice shall accurately set forth the new name; and (B) Lender shall have received a copy of the amendment to the articles or certificate of formation or incorporation, as the case may be, of Guarantor providing for the name change certified by the Secretary of State of the jurisdiction of incorporation or organization of Guarantor as soon as it is available.

(iii)Guarantor shall not change its chief executive office or its mailing address or organizational identification number (or if it does not have one, shall not acquire one) unless Lender shall have received not less than thirty (30) days’ prior written notice from Guarantor of such proposed change, which notice shall set forth such information with respect thereto as Lender may require and Lender shall have received such agreements as Lender may reasonably require in connection therewith. Guarantor shall not change its type of organization, jurisdiction of organization or other legal structure.

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(b)New Collateral Locations. Guarantor may open any new location within the continental United States provided Guarantor: (i) gives Lender thirty (30) days prior written notice of the intended opening of any such new location; and (ii) executes and delivers, or causes to be executed and delivered, to Lender such agreements, documents, and instruments as Lender may deem reasonably necessary or desirable to protect its interests in the Collateral at such location.

(c)Costs and Expenses. Guarantor shall pay to Lender on demand all reasonable costs, expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of the Guaranteed Obligations, Lender’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including:

(i)all costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable);

(ii)all costs ad expenses and fees for insurance premiums, environmental audits, surveys, assessments, engineering reports ad inspections, appraisal fees and search fees;

(iii)costs and expenses of preserving and protecting the Collateral;

(iv)costs and expenses paid or incurred in connection with obtaining payment of the Guaranteed Obligations, enforcing the security interests and liens of Lender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); and

(v)the fees and disbursements of counsel (including legal assistants) to Lender in connection with any of the foregoing.

10.Events of Default and Remedies.

(a)Events of Default. The occurrence or existence of any Event of Default under the Loan Agreement is referred to herein individually as an “Event of Default”, and collectively as “Events of Default”.

(b)Remedies.

(i)At any time an Event of Default exists or has occurred and is continuing, Lender shall have all rights and remedies provided in this Agreement, the other Financing Agreements, the UCC and other applicable law, all of which rights and remedies may be exercised without notice to or consent by Guarantor or any Obligor, except as such notice or consent is expressly provided for hereunder or required by applicable law. All rights, remedies

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and powers granted to Lender hereunder, under any of the other Financing Agreements, the UCC or other applicable law, are cumulative, not exclusive and enforceable, in Lender’s discretion, alternatively, successively, or concurrently on any one or more occasions, and shall include, without limitation, the right to apply to a court of equity for an injunction to restrain a breach or threatened breach by Guarantor of this Agreement or any of the other Financing Agreements. Lender may, at any time or times, proceed directly against Guarantor to collect the Guaranteed Obligations without prior recourse to any other Obligor or any of the Collateral.

(ii)Without limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, Lender may, in its discretion and without limitation: (A) accelerate the payment of all Guaranteed Obligations and demand immediate payment thereof to Lender (provided that, upon the occurrence of any Event of Default described in Sections 10.1(i) and 10.1(j) of the Loan Agreement, all Guaranteed Obligations shall automatically become immediately due and payable); (B) with or without judicial process or the aid or assistance of others, enter upon any premises on or in which any of the Collateral may be located and take possession of the Collateral or complete processing, manufacturing and repair of all or any portion of the Collateral; (C) require Guarantor, at Guarantor’s expense, to assemble and make available to Lender any part or all of the Collateral at any place and time designated by Lender; (D) collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral; (E) remove any or all of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose; and (F) sell, lease, transfer, assign, deliver or otherwise dispose of any and all Collateral (including entering into contracts with respect thereto, public or private sales at any exchange, broker’s board, at any office of Lender or elsewhere) at such prices or terms as Lender may deem reasonable, for cash, upon credit or for future delivery, with the Lender having the right to purchase the whole or any part of the Collateral at any such public sale, all of the foregoing being free from any right or equity of redemption of Guarantor, which right or equity of redemption is hereby expressly waived and released by Guarantor. If any of the Collateral is sold or leased by Lender upon credit terms or for future delivery, the Guaranteed Obligations shall not be reduced as a result thereof until payment therefor is finally collected by Lender. If notice of disposition of Collateral is required by law, five (5) days prior notice by Lender to Guarantor designating the time and place of any public sale or the time after which any private sale or other intended disposition of Collateral is to be made, shall be deemed to be reasonable notice thereof and Guarantor waives any other notice. In the event Lender institutes an action to recover any Collateral or seeks recovery of any Collateral by way of prejudgment remedy, Guarantor waives the posting of any bond which might otherwise be required.

(iii)Without limiting any provision of this Agreement, Guarantor acknowledges that at any time or times that an Event of Default exists or has occurred and is continuing Lender shall have available to it and may exercise any and all rights under applicable law.

(iv)To the extent that applicable law imposes duties on Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), Guarantor acknowledges and agrees that it is not commercially unreasonable for Lender (A) to fail to incur expenses reasonably deemed significant by Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished

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goods or other finished products for disposition, (B) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Authority or other third party for the collection or disposition of Collateral to be collected or disposed of, (C) to fail to exercise collection remedies against account debtors, secondary obligors or other persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (D) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (E) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (F) to contact other persons, whether or not in the same business as Guarantor, for expressions of interest in acquiring all or any portion of the Collateral, (G) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (H) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (I) to dispose of assets in wholesale rather than retail markets, (J) to disclaim disposition warranties, (K) to purchase insurance or credit enhancements to insure Lender against risks of loss, collection or disposition of Collateral or to provide to the Lender a guaranteed return from the collection or disposition of Collateral, or (L) to the extent deemed appropriate by the Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender in the collection or disposition of any of the Collateral. Guarantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Lender would not be commercially unreasonable in Lender’s exercise of remedies against the Collateral and that other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to Guarantor or to impose any duties on Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

(v)For the purpose of enabling Lender to exercise the rights and remedies hereunder, Guarantor hereby grants to Lender, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to Guarantor) to use, assign, license or sublicense any of the trademarks, service-marks, trade names, business names, trade styles, designs, logos and other source of business identifiers and other Intellectual Property and general intangibles now owned or hereafter acquired by Guarantor, wherever the same maybe located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

(vi)Lender may apply the cash proceeds of Collateral actually received by Lender from any sale, lease, foreclosure or other disposition of the Collateral to payment of the Guaranteed Obligations, in whole or in part and in such order as Lender may elect, whether or not then due. Guarantor shall remain liable to Lender for the payment of any deficiency with interest at the highest rate provided for in the Loan Agreement and all costs and expenses of collection or enforcement, including attorneys’ fees and legal expenses.

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11.Termination. This Agreement is continuing, unlimited, absolute and unconditional. All Guaranteed Obligations shall be conclusively presumed to have been created in reliance on this Agreement. Guarantor shall continue to be liable hereunder until the indefeasible payment in full of the Guaranteed Obligations. Revocation or termination hereof by Guarantor shall not affect, in any manner, the rights of Lender or any obligations or duties of Guarantor under this Agreement with respect to (a) Guaranteed Obligations which have been created, contracted, assumed or incurred prior to the receipt by Lender of such written notice of revocation or termination as provided herein, including, without limitation, (i) all amendments, extensions, renewals and modifications of such Guaranteed Obligations (whether or not evidenced by new or additional agreements, documents or instruments executed on or after such notice of revocation or termination), (ii) all interest, fees and similar charges accruing or due on and after revocation or termination, and (iii) all attorneys’ fees and legal expenses, costs and other expenses paid or incurred on or after such notice of revocation or termination in attempting to collect or enforce any of the Guaranteed Obligations against Borrower, Guarantor or any other Obligor (whether or not suit be brought), or (b) Guaranteed Obligations which have teen created, contracted, assumed or incurred after the receipt by Lender of such written notice of revocation or termination as provided herein pursuant to any contract entered into by Lender prior to receipt of such notice. The sole effect of such revocation or termination by Guarantor shall be to exclude from this Agreement the liability of Guarantor for those Guaranteed Obligations arising after the date of receipt by Lender of such written notice which are unrelated to Guaranteed Obligations arising or transactions entered into prior to such date. Without limiting the foregoing, this Agreement may not be terminated and shall continue so long as the Loan Agreement shall be in effect (whether during its original term or any renewal, substitution or extension thereof).

12.Reinstatement. If after receipt of any payment of, or proceeds of collateral applied to the payment of, any of the Guaranteed Obligations, Lender is required to surrender or return such payment or proceeds to any Person for any reason, then the Guaranteed Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by Lender. Guarantor shall be liable to pay to Lender the amount of any payments or proceeds surrendered or returned. This Section 12 shall remain effective notwithstanding any contrary action which may be taken by Lender in reliance upon such payment or proceeds. This Section 12 shall survive the termination or revocation of this Agreement.

13.Amendments and Waivers. Neither this Agreement nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed by an authorized officer of Lender, and as to any amendments, as also signed by an authorized officer of Guarantor. Lender shall not by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and signed by an authorized officer of Lender. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by Lender of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Lender would otherwise have on any future occasion, whether similar in kind or otherwise.

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14.Corporate Existence, Power and Authority. Guarantor is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the financial condition, results of operation or businesses of Guarantor or the rights of Lender hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this Agreement: (a) are within the corporate powers of Guarantor, (b) have been duly authorized, (c) are not in contravention of law or the terms of the certificate of incorporation, by-laws, or other organizational documentation of Guarantor, or any indenture, agreement or undertaking to which Guarantor is a party or by which Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of Guarantor other than under this Agreement and the other Financing Documents. This Agreement constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms.

15.Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.

(a)The validity, interpretation and enforcement of this Agreement and any dispute arising out of the relationship between Guarantor and Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California applicable to contracts made and to be performed in that State.

(b)Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor and Lender in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor or Borrower and Lender or the conduct of any such persons in connection with this Agreement, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that nothing herein shall preclude Lender from bringing any action or proceeding against Guarantor or its property in the courts of any other jurisdiction which Lender deems necessary or appropriate in order to realize on any collateral at any time granted by Borrower or Guarantor to Lender or to otherwise enforce its rights against Guarantor or its property).

(c)GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND LENDER IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR

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HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR AND LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(d)Lender shall not have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct of Lender (as determined pursuant to a final, non-appealable order of a court of competent jurisdiction).

16.Notices. All notices, requests and demands hereunder shall be in writing and deemed to have been given or made: if delivered in person, immediately upon delivery, if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next business day, upon one (1) business day after sending; and if by certified mail, with verification of delivery, upon such confirmed delivery date. All notices, requests and demands upon the parties are to be given to the addresses designated on the signature page hereto or to such other address as any party may designate by notice in accordance with this Section.

17.Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

18.Entire Agreement. This Agreement represents the entire agreement and understanding of the parties concerning the subject matter hereof, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

19.Successors and Assigns. This Agreement shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Lender and its successors, endorsees, transferees and assigns. The liquidation, dissolution or termination of Guarantor shall not terminate this Agreement as to such entity or as to Guarantor.

20.Interpretive Provisions.

(a)All terms used herein related to the attachment, perfection, priority or enforcement of the security interests granted hereby which are defined in Division 1 or Division 9 of the UCC shall have the meanings given therein unless otherwise defined in this Agreement.

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(b)All references to the plural herein shall also mean the singular and to the singular shall also mean the plural unless the context otherwise requires.

(c)All references to Guarantor and Lender pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their respective successors and assigns (including, without limitation, any receiver, trustee or custodian for such person or any of its assets or such person in its capacity as debtor or debtor-in-possession under the United States Bankruptcy Code).

(d)The words “hereof”, “herein”, “hereunder”, “this Agreement” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement and as this Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(e)The word “including” when used in this Agreement shall mean “including, without limitation”.

(f)An Event of Default shall exist or continue or be continuing until such Event of Default is waived in accordance with Section 13 or is cured in a manner satisfactory to Lender, if such Event of Default is capable of being cured as determined by Lender.

(g)Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the financial statements of Guarantor most recently received by Lender prior to the date hereof.

(h)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”.

(i)Unless otherwise expressly provided herein, (i) references herein to any agreement, document or instrument shall be deemed to include all subsequent amendments, modifications, supplements, extensions, renewals, restatements or replacements with respect thereto, but only to the extent the same are not prohibited by the terms hereof or of any other Financing Agreement, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, recodifying, supplementing or interpreting the statute or regulation.

(j)The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(k)This Agreement and other Financing Agreements may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

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(l)This Agreement and the other Financing Agreements are the result of negotiations among and have been reviewed by counsel to Lender and counsel to Guarantor, and are the products of all parties. Accordingly, this Agreement and the other Financing Agreements shall not be construed against Lender merely because of Lender’s involvement in their preparation.

21.Amended and Restated Agreement; Reference to and Effect on Financing Agreements. This Agreement amends and restates, in their entirety, the agreements among the parties hereto contained in the Original Guaranty. All other Financing Agreements to which Guarantor is a party, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Guarantor to Lender, except that each reference in the Financing Agreements to the Original Guaranty (howsoever phrased), shall mean and be a reference to this Agreement. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power, or remedy of Lender under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

22.Estoppel. To induce Lender to enter into this Agreement and to continue to make advances to Borrower under the Loan Agreement, Guarantor hereby acknowledges and agrees that, as of the date hereof, there exists no Default or Event of Default and no right of offset,

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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defense, counterclaim or objection in favor of Guarantor as against Lender with respect to the Guaranteed Obligations.

1N WITNESS WHEREOF, Guarantor and Lender have each executed and delivered this Agreement as of the day and year first above written.

GEOLOGIST1CS CORPORATION,
a Delaware corporation
By:	/s/ Janet Helvey
Name:		Janet Helvey
Title:		Vice President
Address For Notices
1251 East Dyer Road, Suite 250
Santa Ana, California 92705
CONGRESS FINANCIAL CORPORATION
(WESTERN),
a California corporation
By:	/s/ Gary Whitaker
Name:		Gary Whitaker
Title:		Vice President
Address For Notices
251 South Lake Avenue, Suite 900
Pasadena, California 91101

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EX-4.20

Exhibit 4.20

CONGRESS FINANCIAL CORPORATION (WESTERN)

251 South Lake Avenue, Suite 900

Los Angeles, California 91101

November 4, 2004

Geologistics Corporation

1251 East Dyer Road, Suite 250

Santa Ana, California 92705

Re:Amendment to Amended and Restated Guaranty and Security Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Amended and Restated Guaranty and Security Agreement (as amended, the “Guaranty”) dated as of November 7, 2001, made by Geologistics Corporation, a Delaware corporation (“Guarantor”), in favor of Congress Financial Corporation (Western) (“Lender”). Capitalized terms used herein without definition shall have the meanings set forth in the Guaranty.

Section 3(b)(iv) of the Guaranty is hereby amended and restated in its entirety to read as follows:

“(iv)Guarantor has no deposit accounts as of the date hereof, except as set forth in the Information Certificate. Guarantor shall not, directly or indirectly, after the date hereof open, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) Lender shall have received not less than five (5) Business Days’ prior written notice of the intention of Guarantor to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom Guarantor is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be acceptable to Lender, and (iii) on or before the opening of such deposit account, Guarantor shall as Lender may specify either (A) deliver to Lender a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by Guarantor and the bank at which such deposit account is opened and maintained or (B) arrange for Lender to become the customer of the bank with respect to the deposit account on terms and conditions acceptable to Lender. Lender may exercise control over any of Guarantor’s deposit accounts pursuant to any such Deposit Account Control Agreements immediately and without any notice upon the occurrence and during

the continuation of an Event of Default (as hereinafter defined), provided that Lender shall give Guarantor not less than five (5) prior business days written notice before applying any funds received by Lender from any such deposit accounts to the Guaranteed Obligations. The terms of this Section 3(b)(iv) shall not apply to deposit accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Guarantor’s salaried employees.”

Except as specifically referenced in this letter, the terms of the Guaranty are not modified in any way and the Guaranty shall continue to be in full force and effect.

This letter amendment shall be construed under and governed by the laws of the State of California, and may be executed in any number of counterparts and by different parties on separate counterparts. Each of such counterparts shall be deemed to be an original, and all of such counterparts, taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this letter by telefacsimile or electronic transmission of a “pdf” (or other such viewable, printable data file) shall be equally effective as delivery of a manually executed original counterpart.

Please indicate your acknowledgement and agreement with the foregoing by signing this letter in the spaces provided below and returning the original to Lender as soon as possible.

				CONGRESS FINANCIAL CORPORATION
				(WESTERN)
				By:	/s/ Gary Whitaker
				Name:		Gary Whitaker
				Title:		Vice President
AGREED AND ACCEPTED THIS 4th
DAY OF NOVEMBER, 2004:
GEOLOGISTICS CORPORATION,
a Delaware corporation
By:	/s/ Rima Hochman
Name:			Rima Hochman
Title:		Controller

“BORROWERS”
MATRIX INTERNATIONAL LOGISTICS, INC.,
a Delaware corporation
By:	/s/ Michael Bible
Name:			Michael Bible
Title:		Vice President
GEOLOGISTICS AMERICAS INC.,
a Delaware corporation
By:	/s/ Michael Bible
Name:			Michael Bible
Title:		Vice President, Finance
GEOLOGISTICS EXPO SERVICES, LLC,
a Georgia limited liability company
By:	/s/ Michael Bible
Name:			Michael Bible
Title:		Manager

EX-4.21

Exhibit 4.21

DATED 31 MARCH 2000

GEOLOGISTICS LIMITED

and

BURDALE FINANCIAL LIMITED

FACILITY AGREEMENT

CONTENTS

1.	INTERPRETATION
2.	CONDITIONS PRECEDENT
3.	THE FACILITY
4.	RESTRICTIONS ON UTILISATIONS
5.	UTILISATION OF FACILITY
6.	REPAYMENT AND PREPAYMENT
7.	INTEREST AND COMMISSION
8.	RECEIVABLES, STOCK AND EQUIPMENT
9.	COLLECTION OF RECEIVABLES
10.	PAYMENTS AND TAXES
11.	INCREASED COSTS
12.	ILLEGALITY AND MONETARY UNION
13.	GENERAL REPRESENTATIONS AND WARRANTIES
14.	GENERAL UNDERTAKINGS
15.	EVENTS OF DEFAULT
16.	COSTS, EXPENSES AND FEES
17.	INDEMNITIES
18.	EVIDENCE OF INDEBTEDNESS
19.	NOTICES
20.	WAIVER, REMEDIES CUMULATIVE
21.	INVALIDITY
22.	ASSIGNMENT AND PARTICIPATION
23.	GOVERNING LAW AND JURISDICTION
24.	DISCLOSURE OF INFORMATION
25.	COUNTERPARTS
SCHEDULE 1
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4
SIGNATORIES

THIS AGREEMENT is dated 31 MARCH 2000

BETWEEN:

(1)GEOLOGISTICS LIMITED (Registered in England and Wales No. 00112456) (the “Company”); and

(2)BURDALE FINANCIAL LIMITED (Registered in England and Wales No. 2656007) (“Burdale”),

IT IS AGREED:

1.INTERPRETATION

1.1Definitions

In this Agreement:

“Account Debtor” means a debtor of the Company in respect of a Receivable.

“Account Banks” means each bank at which a Charged Account is held and which has been given and has acknowledged all notices required by the Debenture.

“Actual Day of Payment” in relation to a Purchased Receivable means the date on which full payment in respect of that Purchased Receivable is made into the Blocked Accounts by the relevant Account Debtor or the Company.

“Availability Limits” means the Receivables Limit and the L/C Limit and each other limit on Utilisations specified in Clause 4.

“Availability Period” means the period from the opening of business in London on today’s date until close of business in London on the date falling five Business Days prior to the Final Repayment Date or such later date as Burdale may agree.

“Availability Reserves” means, as of any date of determination, such amounts as Burdale may from time to time establish and revise in good faith reducing the amount for the purchase of Receivables or the issuance, or procurement, of L/Cs which would otherwise be available to the Company under the purchase formula(s) provided for herein: (a) to reflect events, conditions, contingencies or risks which, as reasonably determined by Burdale in good faith, do or may affect either (i) the Collateral or any other property which is security for the Obligations or its value, (ii) in any materially adverse respect, the assets, business or condition (financial or other) of the Company or any Obligor or (iii) the security interests and other rights of Burdale in the Collateral (including the enforceability, perfection and priority thereof) or (b) to reflect Burdale’s reasonable good faith belief that any collateral report or financial information furnished by or on behalf of the Company or any Obligor to Burdale is or may have been incomplete, inaccurate or misleading in any material respect or (c) to reflect any state of facts which Burdale reasonably determines in good faith constitutes an Event of Default or Default. Without limiting the generality of the foregoing, an Availability Reserve shall

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be established by Burdale from time to time in such amounts as Burdale may reasonably determine to reflect (a) that Dilution Rate as of any date with respect to the Receivables for the immediately preceding twelve (12) month period or for the immediately preceding three (3) month period (whichever percentage is higher) exceeds five percent (5%), (b) any variances in the ageings of accounts receivable provided to Burdale pursuant to Clause 8.1(b)(i) of this Agreement, (c) any unapplied cash which has not yet been applied to the Receivables, and (d) any pass through receivables or collections for shipping charges and cost of goods owed to the Company by the receiving party of such goods and owed by the Company to the shipping party of such goods.

“Blocked Account” means each of the Company’s accounts with Barclays Bank PLC, Broadgate CBC, 155 Bishopsgate EC2M 3XA, sort code 20-19-90, and being:

(a)account number 30904813; and

(b)account number 60669237.

(as the same may be redesignated, renumbered or renamed from time to time), or such other account as previously approved by Burdale (together, the “Blocked Accounts”).

“Borrowers” means each of GLNS, BVL, GLS and GLA.

“BVL” means Bekins Van Lines, LLC, a Delaware limited liability company.

“Business Day” means any day not being a Saturday, Sunday or Bank holiday when banks are open for business in London.

“Canadian Excess Availability” is defined in the Canadian Loan Agreement.

“Canadian Facility” means the credit facility in the maximum amount of Fifteen Million Dollars ($15,000,000) (which may be adjusted from time to time in accordance with the terms of the Loan Agreement and the Canadian Loan Agreement) provided by Congress Financial Corporation (Canada) to GL Canada pursuant to the Canadian Loan Agreement

“Canadian Loan Agreement” means a Loan Agreement dated on or about today’s date between Congress Financial Corporation (Canada) and GL Canada, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“Cash Request” means a request for Burdale to pay to the Company an amount of unpaid Purchase Price and/or the proceeds of a Loan in substantially the form set out in Schedule 2 Part II.

“Charged Accounts” means the Blocked Accounts and the Other Accounts.

“Collateral” means any of the assets and undertaking of the Corporate Obligors charged to Burdale pursuant to the Debenture.

“Congress” means Congress Financial Corporation (Western), a corporation under the laws of California in the United States of America.

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“Corporate Obligor” means each Obligor which is not a natural person.

“Daily Rate” means £500 per person per day.

“Debenture” means the debenture executed or to be executed by the Company in favour of Burdale.

“Deed of Priorities” means the deed of priorities dated on or about the date of this Agreement made between the Company, Barclays Bank PLC and Burdale.

“Default” means any Event of Default and any event which with the giving of notice and/or lapse of time and/or as a result of any Utilisation and/or determination of materiality and/or fulfilment of any condition (or any combination of the foregoing) may constitute an Event of Default.

“Default Rate” means the rate determined by Burdale to be 2% above the Purchase Rate from time to time.

“Dilution Rate” means for any period, the ratio (expressed as a percentage) of (a) the aggregate amount of reductions in the Receivables for such period other than as a result of payments in cash to (b) the aggregate amount of total sales of the Company for such period.

“Dollar” and “$” means dollars in the lawful currency of the United States.

“EBITDA” is defined in the Loan Agreement.

“Eligible Receivables” means, at any time, any Receivables which are and continue to be acceptable to Burdale at such time and which are not Ineligible Receivables.

“Eligible Unbilled Receivables” means, at any time, any Receivable:

(a)which is an Ineligible Receivable solely by virtue of the criteria in paragraph (h) of the definition of Ineligible Receivables; and

(b)in relation to which the provision of goods and services to which such Receivable relates has been completed or is in the process of completion in accordance with the terms and provisions contained in any documents relating thereto; and

(c)which remains fully or partly unbilled no more than thirty (30) days after the sale and delivery of the goods and/or the completion of the services giving rise thereto.

“End Date” in relation to anL/C means the earlier of the expiry date of such L/C and the date on which the L/C is drawn in full.

“Encumbrance” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangements, lien, charge, security interest, easement or encumbrance or other security agreement or preferential arrangement of any kind or

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nature whatsoever (including, without limitation, any agreement to sell or otherwise dispose of any assets on terms whereby any such asset may be leased to or reacquired or acquired by any Obligor or any title retention agreement having substantially the same economic effect as any of the foregoing).

“Equipment” means all the Company’s present and future equipment, machinery, computers and computer hardware and software (whether owned or licensed), vehicles, tools, furniture and fixtures and all attachments, accessories and property now or in future relating to them or used in connection with them and replacements and substitutions for them wherever located.

“Event of Default” means any of the events specified in Clause 15.1.

“Exchange Rate” means the prevailing spot rate of exchange of such bank as Burdale may select for the purpose, at or around 11.00 a.m. on the date on which any conversion of currency is to be made under this Agreement.

“Facility” means the Receivables Finance Facility.

“Facility Limit” means the greater of £15,000,000 or $25,000,000 (calculated at the Exchange Rate).

“Final Repayment Date” means the third anniversary of today’s date provided that if the term of the Loan Agreement shall be renewed, continued or extended pursuant to Section 12.1 of the Loan Agreement, the Final Repayment Date shall automatically be extended to the same day.

“Financing Agreements” is defined in the Loan Agreement.

“Finance Documents” means this Agreement, the Security Documents, the Deed of Priorities and/or all other agreements, documents and instruments at any time executed and/or delivered by any Obligor or any Related Company in favour of Burdale (each a “Finance Document”).

“Foreign Currency” means any currency other than Sterling which is freely available and transferable.

“GAAP” means accounting principles, standards and practices generally accepted in the United Kingdom as in effect from time to time.

“GIFL” means GeoLogistics International Finance Ltd., a limited liability company organised under the laws of Ireland.

“GLA” means GeoLogistics Americas, Inc., a Delaware corporation.

“GLC” means GeoLogistics Corporation, a Delaware Corporation.

“GLC Guarantee” means the guarantee and indemnity executed or to be executed by GLC in favour of Burdale in relation to the obligations of the Company to Burdale.

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“GL Bermuda” means GeoLogistics Holdings (Bermuda) Limited, a company incorporated in Bermuda.

“GL Canada” shall mean GeoLogistics, Co., an unlimited liability company under the laws of Nova Scotia, Canada.

“GLNS” means Bekins Worldwide Solutions, Inc., a Delaware corporation.

“GLS” means GeoLogistics Services, Inc., a Delaware corporation.

“Ineligible Receivables” means any Receivable:

(a)which does not arise from the actual and bona fide sale and delivery of goods by the Company or rendering of services by the Company in the ordinary course of its business which transactions are completed in accordance with the terms and provisions contained in any documents relating to such transactions;

(b)which remains fully or partly unpaid after its Maturity Date or such longer period as may be agreed by Burdale;

(c)owing by a single Account Debtor if Receivables representing 50% or more of the aggregate balance owing by such Account Debtor to the Company are not Eligible Receivables by reason of the operation of paragraph (b) above;

(d)with respect to which the Account Debtor is a director, officer, employee, Subsidiary or affiliate of the Company;

(e)with respect to which the Account Debtor has or has asserted a counterclaim or has a right of set off, to the extent of such counterclaim or set off;

(f)with respect to which Burdale does not have a valid, equitable assignment under the Finance Documents;

(g)as to which performance has not been completed by the Company or as to which all goods and services in connection with such Receivable have not been delivered to or performed for the Account Debtor or which is not fully assignable;

(h)which has not been invoiced;

(i)with respect to which the Account Debtor is the subject of any bankruptcy or insolvency proceeding in any jurisdiction or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver, administrator, trustee or other insolvency official;

(j)with respect to which the Account Debtor’s obligation to pay the Receivable is conditional upon the Account Debtor’s approval or isotherwise subject to any repurchase obligation or right of return, as with sales made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to

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Receivables in connection with which Account Debtors are entitled to return goods on the basis of the quality of those goods) or consignment basis;

(k)with respect to which any of the representations and warranties contained in Clause 8.3 proves to be incorrect in any respect;

(l)owed by an Account Debtor incorporated or resident outside the United Kingdom, unless such Receivable is subject to valid and enforceable credit insurance payable to Burdale issued by an insurer on terms and in an amount acceptable to Burdale as determined by it in good faith and the aggregate invoice values owed by that relevant Account Debtor are within the insured limit;

(m)owed by an Account Debtor whose total indebtedness to the Company, as determined by the Company in good faith, exceeds any credit limit set by Burdale from time to time with respect to that Account Debtor and communicated to the Company in writing prior to the date of determination to the extent such Receivable breaches that credit limit provided that any reduction in the credit limit as to a particular Account Debtor will not cause any Receivables owing by that Account Debtor as of the date of such reduction not to qualify as Eligible Receivables;

(n)where there are facts, events or occurrences which would impair the validity or enforceability of or otherwise the legal right to collect that Receivable or would give the Account Debtor relating to that Receivable the legal right to reduce the amount payable or delaying payment of that Receivable; and

(o)which are not Sterling Receivables.

“L/Cs” means letters of credit, merchandise purchase or other guarantees which are from time to time either (a) issued or opened by Burdale for the account of the Company or (b) with respect to which Burdale has agreed to indemnify the issuer or guaranteed to the issuer the performance by the Company of its obligations to such issuer.

“L/C Exposure” in relation to any L/C means an amount equal to 100% of the face amount of such L/C and all other commitments and obligations made or incurred by Burdale with respect to such L/C.

“L/C Limit” means the Facility Limit provided that at any time the sum of the L/C exposure, the Canadian Letter of Credit Accommodations (as defined in the Loan Agreement) and the Letter of Credit Accommodations (as so defined) shall not exceed the Sterling equivalent of $30,000,000 (calculated at the Exchange Rate) at such time.

“L/C Request” means a request for a Utilisation of the Receivables Finance Facility by way of the issue of an L/C in substantially the form set out in Schedule 2Part III.

“LIBOR” means:

(a)the thirty day LIBOR sterling rate quoted on the first Business Day of each month in the Financial Times, London edition as conclusively determined by Burdale; or

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(b)(if for any reason the Financial Times, London edition ceases or fails to quote such a rate) Burdale’s cost of funds from whatever source it may reasonably request.

“Loan Agreement” means the loan and security agreement dated on or about today’s date between Congress as Lender and GLNS, BVL, GLA and GLS as Borrowers.

“Margin” means 2.75%, PROVIDED THAT (a) effective from the beginning of the interest period next following Burdale’s receipt of financial statements of GLC for any fiscal quarter of GLC (commencing with the third fiscal quarter of GLC’s fiscal year 2000 delivered in accordance with the Loan Agreement, subject to paragraph (b) below, the Margin shall be increased or decreased, as the case may be, to the Margin as set forth below based on the EBITDA of GLC for the consecutive four fiscal quarter period ended such fiscal quarter calculated based on such financial statements for such quarter as follows:

Margin	EBITDA of GLC
3.00%	Equal to or less than $10,000,000
2.75%	Greater than $10,000,000 but equal to or less than $30,000,000
2.5%	Greater than $30,000,000

and (b) the EBITDA amounts set forth above shall be reduced by that portion of the EBITDA for the four (4) fiscal quarter period ended any such fiscal quarter that is attributable to any Subsidiary of GLC that has been sold or disposed of pursuant to a sale or disposition permitted by this Agreement, the Loan Agreement or the Canadian Loan Agreement.

“Material Adverse Effect” means an effect that results in or causes, or has a reasonable likelihood of resulting in or causing, a material adverse change in any of:

(a)the business, performance, operations or properties of the Company and the Related Companies (other than GL Bermuda) taken either individually or as a whole; and/or

(b)the ability of the Company or any Related Company (other than GL Bermuda) to perform its respective obligations under any of the Finance Documents; and/or

(c)the rights and remedies of Burdale under any Finance Document.

“Maturity Date” means in respect any Receivable the Business Day which is, or immediately succeeds the date which is 90 days after the date of the invoice in respect of such Receivable, save in respect of Eligible Unbilled Receivables.

“Mortgaged Property” means any Property which is from time to time charged in favour of Burdale by way of a first legal mortgage.

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“Obligations” means any and all financial accommodations made to the Company pursuant to this Agreement and all other obligations, liabilities and indebtedness of every kind, nature and description owing by any Obligor or Related Company to Burdale and/or its affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under this Agreement or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of this Agreement, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Burdale.

“Obligor” means the Company and any other person who guarantees and/or grants security for any of the Company’s indebtedness or other obligations to Burdale at any time, other than a Related Company.

“Other Accounts” means the bank accounts of the Corporate Obligors specified as Other Accounts in the Debenture and/or such other bank accounts of the Corporate Obligors with Account Banks as Burdale may permit.

“Other Receivables” means all Receivables which are not Sterling Receivables.

“Outstanding Purchase Price” means the aggregate from time to time of the Purchase Prices of Eligible Receivables and Eligible Unbilled Receivables paid to the Company in respect of which Burdale has not received payment from the relevant Account Debtor or the Company.

“Payment Account” means such account in the name of Burdale, as may be notified to the Company by Burdale from time to time.

“Permitted Acquisition” means any transaction, or any series of related transactions by which any Corporate Obligor directly or indirectly acquires a Subsidiary or any going business or all or substantially all the assets of another person and which meets each of the following criteria:

(a)the aggregate consideration to be paid by such Corporate Obligor in connection with such transaction or transactions together with all other consideration paid by all Corporate Obligors in connection with any other Permitted Acquisition, and by GL Canada and any Borrower (as defined in the Loan Agreement) in connection with any transaction or series of transactions by which GL Canada or such Borrower, as the case may be, directly or indirectly has acquired a Subsidiary or any going business or all or substantially all the assets of another person during the term of this Agreement, does not exceed $5,000,000 (or its equivalent in other currencies);

(b)no Event of Default exists or has occurred and is continuing immediately prior to and after giving effect to such transaction or transactions; and

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(c)Total Excess Availability is not less than Ten Million Dollars ($10,000,000) (or its equivalent in other currencies) after giving effect to such transaction or transactions.

Notwithstanding anything to the contrary set forth herein, Burdale shall have no obligation to include any Receivable acquired pursuant to a Permitted Acquisition as an Eligible Receivable.

“Property” means the Corporate Obligors’ freehold, leasehold and rented premises and land from time to time, wherever situated and in any jurisdiction.

“Purchase Commission” is defined in Clause 7.2.

“Purchase Date” in relation to a Purchased Receivable means the date of delivery of a Purchase Request by the Company with respect to such Purchased Receivable.

“Purchase Price” means the purchase price to be paid by Burdale for Purchased Receivables being:

(a)85% of the face value of each Eligible Receivable; and

(b)65% of Eligible Unbilled Receivables.

to be purchased under the Receivables Finance Facility less maximum discounts, credits and allowances of any nature which may be taken by or granted to any Account Debtor or other person in connection with such Eligible Receivable or Eligible Unbilled Receivable as the case may be.

“Purchase Rate” means the aggregate of LIBOR and the Margin.

“Purchase Request” means a Request for a Utilisation of the Receivables Finance Facility in substantially the form set out in Schedule 2 Part 1.

“Purchased Receivable” means a Receivable purchased or agreed to be purchased by Burdale from the Company in accordance with the terms of this Agreement.

“Receivable” means, at any time, the aggregate present and future obligations of any debtor of the Company for the payment of money to the Company at such time together with all connected rights, claims, deposits and payments.

“Receivables Finance Facility” is defined in Clause 3.1.

“Receivables Information” means the information regarding Receivables provided to Burdale pursuant to Clause 8.

“Receiver” is defined in the Debenture.

“Related Companies” means:

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(a)GLC; and

(b)GL Bermuda,

(each a “Related Company”).

“Request” means a request substantially in the form set out in the relevant Part of Schedule 2 for a Utilisation of the Facility.

“Security Documents” means the Debenture, the GLC Guarantee and any other guarantee or security documents executed in favour of Burdale from time to time in relation to the obligations or indebtedness of the Company.

“Senior Notes” is defined in the Loan Agreement.

“Sterling” and “£” means the lawful currency for the time being of the United Kingdom.

“Sterling Receivables” means all Receivables denominated in Sterling (each a “Sterling Receivable”).

“Subsidiary” has the meaning given to that term by Section 736 of the Companies Act 1985 and includes a “Subsidiary Undertaking” as defined in Section 258 of the Companies Act 1985 (inserted by Section 21 of the Companies Act 1989).

“Taxes” includes all present and future income and other taxes, levies, assessments, deductions, charges and withholdings of whatever nature together with interest, additions to tax, penalties and fines in relation to such items and “Tax” and “Taxation” will be construed accordingly.

“Total Excess Availability” means at any time, the aggregate of the UK Excess Availability, the US Excess Availability and the Canadian Excess Availability at such time.

“UK Daily Excess Availability” means from time to time the amount at such time by which A exceeds B where:

A =

(1)85% of the face value of the Eligible Receivables and 65% of the face value of the Eligible Unbilled Receivables less maximum discounts, credits and allowances of any nature which may be taken by or granted to any Account Debtor or any other person in connection with such Eligible Receivables or Eligible Unbilled Receivables as the case may be; LESS

(2)the amount of Availability Reserves established by Burdale; and

B =The aggregate amount of:

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(3)Outstanding Purchase Price; and

(4)all L/C Exposures

“UK Excess Availability” means from time to time the amount at such time by which A exceeds B where:

A =

(1)85% of the face value of the Eligible Receivables and 65% of the face value of the Eligible Unbilled Receivables less maximum discounts, credits and allowances of any nature which may be taken by or granted to any Account Debtor or any other person in connection with such Eligible Receivables or Eligible Unbilled Receivables as the case may be; LESS

(2)the amount of Availability Reserves established by Burdale: and

(3)the sum of (i) the amount of all then outstanding and unpaid Obligations, (ii) (the aggregate amount of all trade payables of the Company which are more than sixty (60) days past due as of the last day of the immediately preceding calendar month and (iii) the aggregate amount of the Company’s past due lease and notes payable; and

B =The aggregate amount of:

(1)Outstanding Purchase Price; and

(2)all L/C Exposures.

“US Borrowers” is defined in the Loan Agreement.

“US Excess Availability” is defined in the Loan Agreement.

“US Facility” means the credit facility in the maximum amount of $50,000,000 (which may be adjusted in accordance with the terms of the Loan Agreement and the Canadian Loan Agreement) provided by Congress to the US Borrowers pursuant, to the Loan Agreement.

“Utilisation” means a utilisation of a Facility under this Agreement (with the delivery of a Purchase Request and the payment of Purchase Price by Burdale pursuant to a Cash Request constituting separate Utilisations of the Receivables Finance Facility).

“Utilisation Date” in relation to a Utilisation means the date on which such Utilisation is made (being in relation to any Utilisation of the Receivables Finance Facility, both the Purchase Date and the date on which any payment of Purchase Price is made to the Company pursuant to a Cash Request).

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“VAT” means Value Added Tax imposed in the United Kingdom and any equivalent tax applicable in any European jurisdiction.

1.2Construction

(a)In this Agreement, unless the contrary intention appears, a reference to:

(i)an “affiliate” of any person includes any Subsidiary, group member, shareholder, director or employee of such person;

(ii)“assets” includes properties, revenues and rights of every description, both present and future;

(iii)an “Authorisation” or a “consent” includes an approval, authorisation, consent, exemption, filing licence, registration and resolution, in each case given or made in writing;

(iv)financial statements or accounts includes the notes to such statements or accounts;

(v)a “month” means a calendar month starting on any day;

(vi)a “regulation” includes any directive, guideline, regulation, request or rule (whether or not having the force of law) of any governmental agency, body, department or other regulatory or self-regulatory authority;

(vii)an enactment (be it express or implied) includes references to any amendment, re-enactment, and/or legislation subordinate to that enactment and/or any permission of whatever kind given under that enactment;

(viii)a Finance Document or other document is a reference to that Finance Document or other document as amended, novated, supplemented or replaced (in whole or in part);

(ix)a “person” includes any individual, company, corporation, partnership, film, joint venture, association, organisation, trust, state or state agency (in each case whether or not having separate legal personality);

(x)any party or person includes any person deriving title from it and any successor, transferee and assignee;

(xi)a time of day is a reference to London time; and

(xii)Clauses and Schedules are to the clauses of and schedules to this Agreement.

(b)Unless the contrary intention appears, a term used in any other Finance Document or in any notice relating to any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(c)The headings in this Agreement do not affect its interpretation.

(d)Save where the context requires otherwise, words in the singular shall import the plural and vice-versa.

2.CONDITIONS PRECEDENT

2.1Documentary Conditions

The obligations of Burdale to the Company under this Agreement are subject to the condition precedent that Burdale shall have received all of the documents and evidence specified in Schedule 1 in a form and substance satisfactory to it.

2.2Further Conditions

The obligations of Burdale in respect of any Utilisation are subject to the further conditions precedent that both on the date of the relevant Request and the proposed Utilisation Date:

(a)the representations and warranties set out in Clauses 8 and 13 to be repeated on such dates are true and correct in all material respects; and

(b)no Default has occurred and remains outstanding or would result from the making of such Utilisation.

3.THE FACILITY

3.1Available Facility

Subject to the terms of this Agreement and in reliance on the representations and warranties set out in Clauses 8 and 13, Burdale agrees to make available to the Company a Receivables Finance Facility pursuant to which Burdale will from time to time during the Availability Period (i) purchase Receivables from the Company and (ii) issue, or procure the issue of L/Cs for the account of the Company (the “Receivables Finance Facility”).

3.2Purpose

The Company will use the Facility only for its general operating, working capital and other proper corporate purposes and always in a manner which is not inconsistent with the Finance Documents. Without affecting the obligations of the Company in any way, Burdale is not obliged to monitor or verify the application of the Facility.

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4.RESTRICTIONS ON UTILISATIONS

4.1Letters of Credit

No Request may be delivered for anL/C to be issued pursuant to the Receivables Finance Facility unless and until the form of L/C has been approved by Burdale, the relevant issuer and the proposed beneficiary of such L/C.

4.2Overall Limit

The aggregate amount of:

(a)Outstanding Purchase Price; and

(b)all L/C Exposures.

shall not at any time exceed the Facility Limit.

4.3Specific Limits

(a)Unbilled Limit:The Outstanding Purchase Price in relation to Eligible Unbilled
Receivables shall not at any time exceed £1,500,000.

(b)L/C Utilisations: The aggregate amount of all L/C Exposures shall not at any time
exceed the L/C Limit.

(c)Availability: Subject to paragraph (d) below, the aggregate amount of:

(i)Outstanding Purchase Price; and

(ii)all L/C Exposures,

shall not at any time exceed the sum of:

(1)85% of the face value of the Eligible Receivables and 65% of Eligible Unbilled Receivables less maximum discounts, credits and allowances of any nature which may be taken by or granted to any Account Debtor or any other person in connection with the Eligible Receivables or Eligible Unbilled Receivables as the case may be; LESS

(2)the amount of Availability Reserves established by Burdale,

at such time.

(d)In the event that Section 2. l(b)(i)(C) of the Loan Agreement restricts the aggregate amount of the Loans, Letter of Credit Accommodations and other Obligations (each as defined in the Loan Agreement) outstanding at any time under the Loan Agreement then the aggregate amount of:

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(i) Outstanding Purchase Price; and

(ii)all L/C Exposures,

shall be restricted to such amount which Burdale deems necessary to ensure compliance with Section 2.1(b)(i)(C) of the Loan Agreement.

4.4Prohibition

No Utilisation may be made by the Company which would cause the provisions of this Clause 4 to be breached.

4.5Burdale’s rights not Affected

In the event that the aggregate amount of Outstanding Purchase Price and L/C Exposures exceeds the amounts available under the relevant Availability Limit(s) or the Facility Limit, as applicable, such event shall not limit, waive or otherwise affect any rights or Burdale in that circumstance or on any future occasions.

4.6Company’s Loan Account(s)

Burdale will maintain one or more loan accounts, receivable accounts and foreign exchange accounts on its books in which will be recorded (a) all Utilisations of the Receivables Finance Facility and other liabilities of the Company pursuant to the Finance Documents and details of the Collateral, (b) all payments made by or on behalf of the Company and (c) all other appropriate debits and credits as provided in this Agreement, including, without limitation, fees, charges, costs, expenses and interest. All entries in such account(s) shall be made in accordance with Burdale’s customary practices as in effect from time to time.

4.7Statements

Burdale will render to the Company each month a statement setting forth the balance in the Company’s loan account, receivables accounts and foreign exchange accounts maintained by Burdale for the Company pursuant to the provisions of this Agreement, including principal, commission, interest, fees, costs and expenses. Each such statement may be subject to subsequent adjustment by Burdale but shall, in the absence of manifest error or omission, be considered correct and deemed accepted by the Company and will be conclusively binding upon the Company as an account stated except to the extent that Burdale receives a written notice from the Company of any specific exception of the Company within 30 days after the date such statement has been mailed by Burdale. Until such times as Burdale has rendered to the Company a written statement as provided above, the balance in the Company’s loan accounts, invoice discount accounts and foreign exchange accounts will be prima facie evidence of the amounts due and owing to Burdale by the Company.

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5.UTILISATION OF FACILITY

5.1Availability of Receivables Finance Facility

(a)Subject to the terms of this Agreement, the Company shall offer to sell its Receivables to Burdale by delivering to Burdale from time to time duly completed Purchase Requests (together with all deeds and documents referred to in such Purchase Request), delivery of which shall oblige the Company to sell the Receivables stated in such Purchase Request upon the terms and subject to the conditions of this Agreement.

(b)A Purchase Request will not be regarded as having been duly completed unless it is in substantially the form set out in Schedule 2 Part I.

(c)As soon as reasonably practicable following delivery of a Purchase Request, Burdale shall determine the Purchase Price for the Receivables specified in such Purchase Request and will, upon being requested by the Company, advise the Company of such determination.

5.2Utilisation of Receivables Finance Facility

(a)Subject to the terms of this Agreement, the Company may from time to time request that Burdale pay sums to the Company of up to the amount of any unpaid Purchase Price by delivering a duly completed Cash Request to Burdale not later than 11.00 a.m. on the proposed Utilisation Date for such payment.

(b)A Cash Request will not be regarded as having been duly completed unless it is in substantially the form set out in Schedule 2 Part II and, in particular, specifies:

(i)the proposed Utilisation Date, being a Business Day falling during the Availability Period;

(ii)the amount of the sum to be paid by Burdale which must be less than or equal to the aggregate of unpaid Purchase Price; and

(iii)if not already notified to Burdale, the details of the Other Account into which the payment is to be made on the Utilisation Date.

(c)Payments made by Burdale pursuant to a Cash Request shall be deemed to be payments of any unpaid Purchase Price to the full extent of such unpaid Purchase Price.

(d)Burdale’s obligation to pay the Purchase Price of any Receivable (or any unpaid portion of it as the case may be) shall be terminated on the earlier of the Actual Day of Payment and the Maturity Date of such Receivable.

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5.3L/C Utilisations

(a)Subject to the terms of this Agreement, the Company may request the issue of an L/C by delivering a duly completed L/C Request to Burdale not later than 11.00 a.m. at least one Business Day before the proposed Utilisation Date for that L/C.

(b)An L/C Request will not be regarded as having been duly completed unless it is substantially in the form attached in Schedule 2 Part III and, in particular, specifies:

(i)the proposed Utilisation Date, being a Business Day failing during the Availability Period;

(ii)the amount of the L/C required, the L/C Exposure of which must be equal to or less than the undrawn/unutilised amount of the Receivables Finance Facility and within the relevant Availability Limits as at the proposed Utilisation Date;

(iii)if not already notified to Burdale, the details of the beneficiary, payee or addressee of such L/C.

5.4General Provisions regarding L/Cs

(a)Nothing in this Agreement shall be deemed or construed to grant the Company any right or authority to pledge the credit of Burdale in any manner. Burdale shall have no liability of any kind with respect to any L/C provided by an issuer other than Burdale unless Burdale has duly executed and delivered to such issuer the application or a guarantee or indemnification in writing with respect to such L/C. The Company shall be bound by an interpretation made in good faith by Burdale, or any other issuer or correspondent under or in connection with any L/C or any documents, drafts or acceptances in relation to any L/C, notwithstanding that such interpretation may be inconsistent with any instructions of the Company. Burdale shall have the sole and exclusive right and authority to, and the Company shall not:

(i)at any time an Event of Default exists or has occurred and is continuing:

(1)approve or resolve any questions of non-compliance of documents;

(2)give any instructions as to acceptance or rejection of any documents
or goods; or

(3)execute any and all applications for steamship or airway guarantees,
indemnities or delivery orders and at all times;

(ii)at any time:

(1)grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents; and

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(2)agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the applications, L/Cs, or documents, drafts or acceptances in relation to any L/C or anyletters of credit included in the Collateral. Burdale may take such actions either in its own name or in the Company’s name.

(b)Any rights, remedies, duties or obligations granted or undertaken by the Company to any issuer or correspondent in any application for any L/C, or any other agreement in favour of any issuer or correspondence relating to any L/C, shall be deemed to have been granted or undertaken by the Company to Burdale. Any duties or obligations undertaken by Burdale to any issuer or correspondence in any application for any L/C, or any other agreement by Burdale in favour of any issuer or correspondence relating to any L/C, shall be deemed to have been undertaken by the Company to Burdale and to apply in all respects to the Company.

(c)None of Burdale, any L/C issuer (or any of their respective correspondents) or any advising, negotiating or paying bank with respect to any L/C shall be responsible in any way for:

(i)the performance by any beneficiary under any L/C of that beneficiary’s obligations to the Company; or

(ii)the form, sufficiency, correctness, genuineness, authority of any person signing or the legal effect of any documents called for under any L/C if such documents appear on their face to be in order.

5.5Deemed Payment

All payments made by Burdale in accordance with the terms of any L/C or any guarantee or indemnity given by Burdale to the issuer of any L/C (as the case may be) shall be deemed to be a payment of Purchase Price to the Company in an amount equal to such payment, drawn down on the date of such payment and subject to the provisions of this Agreement with respect to Outstanding Purchase Price (including, without limitation, as to commission and repayment).

6.REPAYMENT AND PREPAYMENT

6.1Receivables Finance Facility

(a)If in relation to a Purchased Receivable Burdale determines on the Maturity Date in respect of such Purchased Receivable that it has not received payment in accordance with Clause 9.1 of the full amount of such Purchased Receivable, the Company shall, on demand by Burdale pay to Burdale an amount equal to the Outstanding Purchase Price of such Purchased Receivable for which payment has not been received provided that this provision shall not restrict (nor oblige) Burdale in any way in or from pursuing and obtaining payment in respect of such Purchased Receivable from the Account Debtors orotherwise (which payment shall be made into the Blocked Accounts) and the Company undertakes that it will

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do all such reasonable acts or things necessary or desirable to help Burdale in pursuing and obtaining such payment.

(b)Burdale shall be entitled to deduct from payments made by Account Debtors and/or the Company into the Blocked Accounts in respect of Purchased Receivables the then Outstanding Purchase Price in respect of such Purchased Receivables and the balance remaining after such deduction shall be applied in accordance with Clause 6.2.

6.2Other Utilisations

Subject as provided below all amounts standing to the credit of the Blocked Accounts from time to time following the deductions referred to in Clause 6.l(b) shall be applied as follows:

(a)           first in payment of any fees, costs and expenses due from the Company to Burdale under the Finance Documents;

(b)           second in payment of all Purchase Commission (or in making provision for Purchase Commission which will fall due for payment on the last Business Day of the current calendar month);

(c)           third in or towards satisfaction of any other payment obligation of the Company under the Finance Documents; and

(d)           fourth to the Company by way of payment into such Other Account as the Company may specify to Burdale in writing from time to time.

Notwithstanding the above, at all times following the occurrence of an Event of Default and whilst the same is continuing, amounts standing to the credit of the Blocked Accounts shall be applied to such of the liabilities of the Company under the Finance Documents and in such order as Burdale may in its absolute discretion determine.

6.3Reutilisation

Subject to the terms of this Agreement, all amounts of Outstanding Purchase Price recovered and paid to Burdale, may, subject to the terms of this Agreement, be reutilised as Utilisations of the Receivables Finance Facility.

6.4Prepayment

If at any time the outstanding Utilisations or any part of them cause any Availability Limit to be exceeded then the Company will immediately pay into the Payment Account, as cash collateral in respect of Outstanding Purchase Price and/or any contingent obligation of Burdale in relation to any L/C or other Utilisation, to the extent required to ensure compliance with that Availability Limit and, until such time as that Availability Limit is no longer breached, no further Utilisations may be requested (including, for the avoidance of doubt, pursuant to a Cash Request) or will, at Burdale’s option, be made or issued.

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6.5Reduction of Facility Limit

At the request of the Company by giving not less than ten Business Day’s prior written notice to Burdale, the Facility Limit may from time to time be reduced provided that on or before the effective date for such reduction the Company shall pay to Burdale:

(a)such amount as may be necessary as cash collateral for Outstanding Purchase Price and/or Burdale’s contingent obligations under any issued L/C to ensure that the Company remains in compliance with the Availability Limits; and

(b)a fee calculated by applying to the amount of the reduction the applicable percentage set out in column (2) below:

(1) Date of Reduction	(2) Applicable Percentage
On or before the first anniversary of today’s date	2	%
After the first but on or before the second anniversary of today’s date	1	%
After the second but on or before the third anniversary of today’s date	0.5	%

Any exercise by Burdale of its rights under Clause 15.2(b) and/or 15.3 and/or the operation of Clause 12.1 shall be deemed for the purposes of paragraph (b) above to be a reduction in the Facility Limit in an amount equal to the amount of the Facility so cancelled.

6.6Final Repayment

The Company will, on the Final Repayment Date, pay to Burdale in full all outstanding and unpaid liabilities under the Finance Documents (whether by way of principal, interest, commission, fees, costs, expenses or otherwise) and shall pay to Burdale such amount as is necessary to provide full cash collateral for Outstanding Purchase Price and any contingent obligations which Burdale may have in respect of any L/C or other outstanding Utilisation. Such payment shall be denominated in Sterling and will be made by wire or other automatic transfer to the Payment Account. If the amounts so paid are received in the Payment Account later than 1.00 p.m. on the Final Repayment Date then the Company will pay interest on such amounts to Burdale at the Default Rate until payment has been made in full.

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7.INTEREST AND COMMISSION

7.1Default Interest

(a)           Upon the occurrence of an Event of Default and whilst the same is continuing unremedied or unwaived for 5 Business Days after notification by Burdale to the Company, all amounts outstanding under this Agreement shall bear interest (both before and after judgment) at the Default Rate.

(b)           Interest at the Default Rate will be compounded at the end of each period designated by Burdale and will be determined by Burdale on the first Business Day of each such period.

7.2Purchase Commission

The Company shall pay to Burdale commission in respect of each Purchased Receivable at a rate equivalent to the Purchase Rate applied to the Outstanding Purchase Price for such Receivable from the date on which Burdale paid such Purchase Price to the Company down to the Actual Date of Payment (the “Purchase Commission”) Burdale shall calculate the Purchase Commission on a daily basis and it shall be paid by the Company monthly in arrears on the first Business Day of each month.

8.RECEIVABLES, STOCK AND EQUIPMENT

8.1Reporting regarding Receivables

The Company will provide Burdale with the following documents with all amounts expressed in Sterling and otherwise in a form satisfactory to Burdale:

(a)           on a daily basis with a schedule of Receivables, collections received and credits issued and on a monthly basis with a stock report substantially in the form set out in Schedule 3 Part II together with such further information regarding Receivables as Burdale may reasonably request;

(b)           as soon as practicable and in any event within 15 days of the end of each month or more frequently as Burdale may reasonably request;

(i)ageings of creditors and Receivables with details of all dated invoices; and

(ii)an analysis of preferential creditors in substantially the form set out in Schedule 3 Part III;

all in a format to be agreed with Burdale (acting reasonably).

(c)           promptly from time to time as Burdale may reasonably request:

(i)copies of shipping and delivery documents relating to stock and Equipment;

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(ii)copies of the ageings of all Receivables paid to the Company, on a monthly basis by invoice date;

(iii)full details of all Account Debtors (including their addresses) together with copies of customer statements and credit notes, remittance advices, collection schedules and reports and copies of deposit slips and all monthly bank statements of the Company and its Subsidiaries or statements for such other period as Burdale may require;

(iv)such other reports regarding the Collateral as Burdale may reasonably request from time to time;

(d)on a daily basis, details of any Receivables which have become or are purported to be, by the relevant Account Debtor or otherwise, subject to any prohibitions or restriction on charge or assignment; and

(e)immediately upon becoming aware of the same, details of any creditor of the Company whose ordinary terms of business include title retention provisions which are not already specified in Schedule 3 Part 1.

8.2Reporting regarding Account Debtors

(a)Notification: The Company will notify Burdale promptly of:

(i)any material delay in the Company’s performance of any of its obligations to any Account Debtor or the assertion of any claims, offsets, defences or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise of any such matter;

(ii)all material adverse information known to the Company relating to the financial condition of any Account Debtor; and

(iii)any event or circumstance which, to the Company’s knowledge, would cause Burdale to consider any then existing Receivables as no longer constituting Eligible Receivables or Eligible Unbilled Receivables as the case may be.

(b)Disputes and Settlements with Account Debtors: No credit, discount, allowance or extension or agreement for any of the foregoing will be granted to any Account Debtor without Burdale’s consent, except in the ordinary course of the Company’s business in accordance with proper practices and policies operated by the Company prior to the date of this Agreement. At any time while an Event of Default is outstanding, Burdale will, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor and to grant any credits, discounts or allowances in relation to such matters.

8.3Representations and Undertakings as to Receivables

With respect to each Receivable, the Company represents and warrants to Burdale that and undertakes to ensure that at all times:

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(a)the amounts shown on any invoice delivered to Burdale and in any Receivables Information delivered to Burdale are true and complete;

(b)no payments have been or will be made on such Receivable except payments collected by the Company and immediately transmitted or delivered to Burdale or elsewhere pursuant to the terms of this Agreement;

(c)no credit, discount, allowance or extension or agreement for any of the foregoing will be granted to any Account Debtor except as reported to and agreed by Burdale except for credits, discounts, allowances or extensions made or given in the ordinary course of the Company’s business in accordance with its proper practices and policies operated prior to today’s date as disclosed to Burdale in writing;

(d)to the best of the Company’s knowledge, there are no set-offs, deductions, defences, counterclaims or disputes existing or asserted with respect to such Receivable except as reported to and agreed by Burdale;

(e)none of the transactions giving rise to any Receivable breach any applicable law or regulation and all documentation relating to such Receivable is legally enforceable in accordance with its terms;

(f)each Receivable is genuine, is and will be in all respects what it purports to be, and is not the subject of a court judgment;

(g)each Receivable represents undisputed, bona fide transaction(s) completed in accordance with the terms and provisions contained in any documents delivered to Burdale with respect to such Receivable;

(h)the amounts shown on the relevant Receivables Information, the Company’s books and records and all invoices and statements which may be delivered to Burdale with respect thereto are actually and absolutely owing to the Company and are not in any way contingent;

(i)to the best of the Company’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability of any such Receivable or tend to reduce the amount payable in respect of such Receivable as shown on the relevant Receivables Information, the Company’s books and records and all invoices and statements delivered to Burdale with respect tosuch Receivable;

(j)to the best of the Company’s knowledge, all Account Debtors have the capacity to contract and are solvent;

(k)the services furnished and/or goods sold giving rise to each Receivable are not subject to any Encumbrance (except for an Encumbrance which is permitted by Clause 14(g)); and

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(l)to the best of the Company’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might reasonably be expected to result in a material adverse change in such Account Debtor’s financial condition.

8.4Verification

Burdale will have the right from time to time, in the name of any nominee, to verify the validity, amount or any other matter relating to any Receivable or other Collateral, by mail, telephone, facsimile or otherwise.

8.5Rights after an Event of Default

(a)Dealing with Collateral and Receivables: Burdale may, at any time that a Default has occurred and is continuing and without prejudice to any of its rights under Clause 15.2 or otherwise under this Agreement or any other Finance Document:

(i)extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Receivables or other obligations included in the Collateral and thereby discharge or release any Account Debtor or any other party or parties in any way liable for payment of any Receivable without affecting any of the Receivables, demand or enforce payment of any Receivables, but without any duty to do so, and Burdale will not be liable for its failure to enforce the payment of any Receivable nor for the negligence of its agents or attorneys with respect to any Receivable; and

(ii)take whatever other action Burdale may deem necessary for the protection of its interests in the Collateral.

(b)Notice to debtors: At any time that a Default is outstanding, Burdale or its nominees may, at Burdale’s discretion do any of the following:

(i)having given prior notification to the Company, notify any or all Account Debtors that the Receivables have been assigned to Burdale and that payments in respect of Receivables are to be redirected to such account as is specified by Burdale;

(ii)request the Company to give the notification referred to in Clause 8.5(b)(i) above and/or to ensure that all invoices and statements in respect of Receivables issued to the Account Debtors state the information referred to in Clause 8.5(b)(i); and

(iii)direct any or all relevant Account Debtors to make all payments in respect of Receivables direct to Burdale at such account as Burdale may specify.

8.6Burdale’s Right to Cure

Burdale may, at its option:

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(a)after giving five days notice to the Company, cure any default by the Company under any agreement with an Account Debtor in respect of a Receivable (other than bona fide disputes in the ordinary course of the Company’s business where no Event of Default has occurred and is continuing) or under any other agreement with a third party as may be required by Burdale in good faith to facilitate the collection of the Receivables or to enable Burdale to have access to any of the Collateral or any Equipment;

(b)after giving five days notice to the Company, pay or make a bond in respect of or appeal any judgment entered into against the Company which, upon execution, attachment or the exercise of any similar remedy in respect of such judgment, would result in an Encumbrance being imposed on the Collateral or would impair Burdale’s ability to obtain possession of, realise or collect any of the Collateral;

(c)discharge taxes, Encumbrances or other encumbrances at any time levied on or existing with respect to the Collateral; and

(d)pay any amount, incur any expense or perform any act including without limitation the payment to any creditors in respect of plant and/or machinery, which, in Burdale’s judgment, is necessary or appropriate to reserve, protect, insure or maintain the Collateral and the rights of Burdale with respect to it.

Burdale may charge any monies so expended or costs so incurred by it to the Company’s account, such amounts to be repayable by the Company on demand. Burdale will be under no obligation to effect any such cure or payment or incur any such cost and will not, by doing so, be deemed to have assumed any obligation or liability of the Company. Any payment made or other action taken by Burdale under this Clause will be without prejudice to any right it may have to assert an Event of Default under this Agreement and to proceed accordingly.

8.7Access to Property

From time to time as requested by Burdale on one Business Day’s notice (for the purpose of carrying out an audit in accordance with Clause 14(j) and in the case of emergency as determined by Burdale) (but subject to Clause 16.1(g) regarding daily charge rates), at the cost and expense of the Company:

(a)Burdale or its nominees will have complete access to all of the Company’s Property during normal business hours and having given prior notice to the Company, or at any time and without notice to the Company if an Event of Default is outstanding, for the purposes of inspecting, verifying and auditing the Collateral and all of the Company’s books and records;

(b)the Company will promptly furnish to Burdale or its nominees such copies of or extracts from such books and records as may be reasonably requested from the Company; and

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(c)Burdale or its nominees may have access to, during normal business hours, and use, such of the Company’s personnel, equipment, supplies and Property as may be reasonably necessary for the purpose of inspecting, verifying and auditing the Collateral and all of the Company’s books and records and if an Event of Default has occurred and is continuing for the collection of the Receivables and the realisation of the other Collateral.

8.8Burdale’s Disclaimer

Burdale will not be responsible for the safekeeping of, any loss or damage to, any diminution in value of or any act or default of any carrier, warehouseman, bailee or other person in relation to the stock, finished goods, Equipment or Receivables.

9.COLLECTION OF RECEIVABLES

9.1Flow of funds

Subject to Clause 9.2, the Company undertakes that during the period commencing on the date of this Agreement and ending when all its liabilities under the Finance Documents have been discharged in full and Burdale is under no further obligation under any of the Finance Documents:

(a)the Company will collect as agent and trustee for Burdale all Receivables and immediately pay (or procure that payment is made) all amounts due:

(i)in respect of each Sterling Receivable, into the Blocked Accounts; and

(ii)in respect of each other Receivable, into an Other Account,

provided however that until payment into the relevant Charged Account it will hold all money so received upon trust for Burdale and will not commingle in any Charged Account any monies which are not Receivables or which are not payable to Burdale;

(b)without prejudice to the Company’s obligations under Clause 14(l) and Clause 15.1(b), in the event that any Account Debtor makes a payment in respect of Receivables into another Charged Account not in accordance with paragraph (a) above, the Company will ensure that the amounts representing such payment are promptly transferred into the relevant Charged Account and will immediately direct the relevant Account Debtor to make all future payments into such relevant Charged Account;

(c)all the transfers and collections referred to in paragraphs (a) and (b) above shall be carried out daily prior to the occurrence of any Default and thereafter at such intervals as Burdale may, at its discretion, specify to the Company; and

(d)in the event that during any three month period the average of amounts due in respect of Other Receivables (converted into Sterling at the Exchange Rate if necessary) is equal or greater than 10% of all amounts due in respect of

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Receivables (converted into Sterling at the Exchange Rate if necessary) during such period, the Company will promptly at Burdale’s request:

(i)provide Burdale with security over further bank accounts (in relation to receipts in the relevant currency) in London (the “New Accounts”) on substantially the same terms as the security provided by the Company over the Blocked Accounts in the Debenture; and

(ii)immediately direct all relevant Account Debtors to pay all amounts due in respect of the Other Receivables into the relevant New Account.

9.2Failure of Debenture

In the event that the Debenture in respect of any Account Bank is not, at any time, effective or is not in full force and effect, the Company will (unless otherwise directed by Burdale and without prejudice to Burdale’s rights and remedies under the Finance Documents), for so long as the Debenture is ineffective or not in full force and effect and ending on the date when all the liabilities of the Company under the Finance Documents have been repaid or discharged in full and Burdale is under no further obligation under any of the Finance Documents, collect as agent and trustee for Burdale all Receivables which would otherwise have been payable into the Blocked Accounts and immediately pay (or procure the payment of) all amounts due in respect of those Receivables into the Payment Account.

9.3Reimbursement

The Company agrees to reimburse Burdale on demand for any liability of Burdale to any Account Bank or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Burdale’s payments to or indemnification of that bank or person, and this obligation to reimburse shall survive the termination or non-renewal of this Agreement.

9.4Excess Amounts

Any amounts received by Burdale from or for the account of the Company in excess of the amounts then due and payable by the Company will be dealt with in accordance with the terms of Clause 6 and the Debenture.

9.5Time of application

For the purposes of calculating any Purchase Commission, payments or other funds received by Burdale will be applied (conditional upon final collection) in satisfaction or reduction of the Company’s liabilities under the Finance Documents one (1) Business Day following the date of receipt of funds by Burdale in the Payment Account. For the purposes of calculating the Facility Limit such payments will be applied (conditional upon final collection) in satisfaction or reduction of the Company’s liabilities under the Finance Documents on the Business Day of receipt by Burdale in the Payment Account, provided that such payments arereceived within sufficient time (in accordance with Burdale’s usual and customary practices as in effect from time to time) to credit the Company’s loan and

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receivable and foreign exchange account on such day, and if not, then on the next Business Day.

10.PAYMENTS AND TAXES

10.1Payments

(a)Subject to Clause 9, all payments to be made by the Company to Burdale under the Finance Documents will be made on or before their due date in Sterling in cleared funds for value not later than 11.00 a.m. on the day in question to the Payment Account.

(b)If any payment under the Finance Documents would otherwise be due on a day which is not a Business Day, it will be due on the next succeeding Business Day or, if that Business Day falls in the following month, on the preceding Business Day.

(c)If after receipt by Burdale of any payment of, or proceeds of Collateral applied to the payment of, any of the Company’s payment liabilities, Burdale is required to surrender or return such payment or proceeds to any person for any reason, then the payment liabilities intended to be satisfied by such payment or proceeds shall be treated as not having been received by Burdale. The Company shall be liable to pay to Burdale the amount of any payments or proceeds so surrendered or returned. This Clause 10.1(c) shall remain effective notwithstanding any action which may be taken by Burdale in reliance upon such payment or proceeds and will survive the termination or non-renewal of this Agreement.

10.2Taxes

(a)Subject to Clause 10.2(c), all Taxes (other than Tax on the overall net income of Burdale) due in respect of this Agreement or any amounts paid or payable under the Finance Documents will be paid by the Company when due and in any event prior to the date on which penalties attach to such Taxes, and the Company will indemnify Burdale for any cost, loss or liability incurred by Burdale in respect of all such Taxes.

(b)Subject to Clause 10.2(c), all payments by the Company of any nature under the Finance Documents will be made without regard to any equities between the Company and Burdale and in full and free and clear of, and without any deduction or withholding (whether in respect of set-off, restriction, counterclaim, Taxes or otherwise whatsoever) unless the deduction or withholding is required by law, in which event the Company will:

(i)ensure that the deduction or withholding does not exceed the minimum amount legally required;

(ii)pay to Burdale (or procure the payment to Burdale of) an additional amount being the amount required to procure that the aggregate net amount received by Burdale will equal the full amount which would have been received by it

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had no deduction or withholding been made (including, for the avoidance of doubt, any withholding or deduction on any additional amount paid);

(iii)pay to the relevant taxation or other authorities within the period for payment permitted by the applicable law such amount as is required to be paid in consequence of the deduction or withholding (including, but without prejudice to the generality of the foregoing, the full amount of any deduction or withholding from any additional amount paid pursuant to paragraph (ii) above) and supply Burdale with written evidence that it has made the appropriate payment; and

(iv)indemnify Burdale against any costs, loss or liability incurred by it by reason of any failure of the Company to make any deduction or withholding or by reason of any increased payment not being made on the due date for payment.

(c)If the Company has made an additional payment under Clause 10.2(b) in respect of any Tax and such Tax was not properly or legally been charged or levied then Burdale will, upon the Company’s request and at the Company’s expense, provide such documents to the Company as it may reasonably request to enable it to contest the imposition of such Tax provided always that the provision of such documents and the contesting of the relevant Tax liability shall have no reasonable likelihood of resulting in any liability for Burdale.

(d)If the Company has made an additional payment under Clause 10.2(b) in respect of any Tax and Burdale subsequently receives a credit, relief or allowance in respect of that payment then Burdale will, once a year during the term of this Agreement or immediately after the term of this Agreement (if applicable), apply the total amount of such credits, reliefs or allowances to the reduction of the Company’s liabilities under the Finance Document in such manner as it thinks fit (provided that (A) such payment to the Company does not result in any additional liability for Burdale, (B) the Company has made all the additional payments due from it under Clause 10.2(b) and (C) the Company has supplied evidence of such payments to Burdale) and thereafter account to the Company for any balance. Burdale will use reasonable endeavours to obtain a tax credit as referred to above provided that it will not be required to seek any such credit if that will result in additional costs or legal or regulatory burdens on it which are deemed by Burdale, in good faith, to be material. Burdale shall have an absolute discretion as to whether to claim any tax credit and if it does claim, the extent, order and manner in which it does so, Burdale shall not be obliged to disclose any information regarding its tax affairs or computations to any other party.

11.INCREASED COSTS

11.1Increased Costs

If the result of any change in or introduction of or change in the interpretation or application of any law, regulation, treaty or official directive or official request (whether or not having the force of law but, if not, being of a type with which Burdale is

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accustomed to comply) orcompliance by Burdale with the same including, without limitation, those relating to Taxation (but not Tax on overall net income of Burdale), or any other form of banking or monetary controls is to:

(a)increase the cost to Burdale of entering into this Agreement or making or maintaining the Facility or maintaining any of its commitments under the Finance Documents;

(b)increase the cost to Burdale of funding or having outstanding any other amount paid out by it under the Finance Documents;

(c)reduce any amount payable to Burdale under the Finance Documents or the effective return on its capital; or

(d)result in Burdale making any payment or foregoing any interest or other return on or calculated by reference to any amount received or receivable by it from the Company under the Finance Documents.

then and in each such case:

(i)Burdale will notify the Company in writing and provide to the Company reasonable details of such event promptly upon its becoming aware of the same; and

(ii)upon demand from time to time by Burdale, the Company will pay to Burdale such amount as is necessary to compensate Burdale for such increased cost (or the proportion of such increased cost as is, in the reasonable opinion of Burdale, attributable to its entering into this Agreement or making or maintaining the Facility or maintaining any commitment under the Finance Documents), reduction, payment or foregone interest or other return.

11.2Certificate Conclusive

The certificate of Burdale specifying the amount of compensation payable under Clause 11.1 will, in the absence of manifest error, be conclusive Burdale will provide calculations in reasonable detail showing the calculation of any such amount, provided that Burdale will not be obliged to reveal any information which is confidential to Burdale.

12.ILLEGALITY AND MONETARY UNION

12.1Illegality

In the event that any change in or introduction of or change in the interpretation or application of any law, regulation, treaty, or official directive or official request (whether or not having the force of law but, if not, being of a type with which Burdale is accustomed to comply) makes it unlawful (or contrary to such directive or request) in any jurisdiction applicable to Burdale for Burdale to make available or maintain the

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Facility or to give effect to its obligations under the Finance Documents, Burdale may give seven Business Days written notice to that effect to the Company whereupon the Facility will be cancelled and all the provisions of this Agreement will apply as if the cancellations or terminations had been a reduction of the Facility Limit to zero pursuant to Clause 6.5.

12.2Effect of monetary union

If the country of any national currency in which any amount is expressed to be payable under this Agreement participates in Economic and Monetary Union in accordance with article 109J of the treaty on European Union, then:

(a)any amount expressed to be payable under this Agreement in that national currency shall be made in that national currency or in euro as Burdale may, by not less than three Business Days’ notice to the Company to that effect, require;

(b)any amount so required to be paid in euro shall be converted from that national currency at the rate stipulated pursuant to Article 109L(4) of the Treaty on European Union and payment of the amount in euro derived from such conversion shall discharge the obligation of the relevant party to pay such national currency amount in accordance with, and subject to, the Regulation(s) made pursuant to Article 109L(4);

(c)after consultation with the Company, Burdale shall be entitled to make such amendments to this Agreement as it may reasonably determine to be necessary to take account of monetary union and any consequent changes in market practices (whether as to the settlement or rounding of obligations, the calculation of interest or otherwise howsoever).

Any amendment so made to this Agreement by Burdale shall be promptly notified to the Company and shall be binding on the Company.

13.GENERAL REPRESENTATIONS AND WARRANTIES

13.1Acknowledgement and Warranties

The Company represents and warrants to Burdale that:

(a)Corporate Existence, Power and Authority; Subsidiaries: Each Corporate Obligor and each Related Company is a corporation duly organised and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Finance Documents and the transactions contemplated hereunder and thereunder are all within each Corporate Obligor’s and each Related Company’s corporate powers, have been duly authorised and are not in contravention of law or the terms of such person’s constituent or other

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organisational documentation or any indenture, agreement or undertaking to which such person is a party or by which such person or its property are bound. This Agreement and the other Finance Documents constitute legal, valid and binding obligations of each Corporate Obligor and each Related Company (as the case may be) enforceable in accordance with their respective terms. The Company has no Subsidiaries except the other Corporate Obligors.

(b)Financial Statements; No Material Adverse Change:  All financial statements relating to any Corporate Obligor which have been or may hereafter be delivered by such Corporate Obligor to Burdale have been or will have been prepared in accordance with GAAP and fairly present the financial condition and the results of operations of such Corporate Obligor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by any Corporate Obligor or on behalf of any Corporate Obligor to Burdale prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of such Corporate Obligor, since the date of the most recent audited financial statements furnished by such Corporate Obligor or on behalf of such Corporate Obligor to Burdale prior to the date of this Agreement.

(c)Priority of Security; Title to Properties:  The Encumbrances and security interests granted to Burdale under the Finance Documents constitute valid and perfected first priority mortgages and charges and security interests in and upon the Collateral subject only to the permitted pursuant to Clause 14(g). Each Corporate Obligor and each Related Company has good and marketable title to all of its properties and assets subject to no mortgages, pledges, security interests, encumbrances or charges of any kind, except (i) those granted to Burdale (ii) Encumbrances granted by GL Bermuda in favour of the Company and (iii) such others as are specifically permitted under Clause 14(g).

(d)Tax Returns:  The Company has filed, or caused to be filed, in a timely manner all Tax returns, reports and declarations which are required to be filed by it (without requests for extension except as previously disclosed in writing to Burdale). All information in such Tax returns, reports and declarations is complete and accurate in all material respects. The Company has paid or caused to be paid all Taxes due and payable or claimed due and payable in any assessment received by it, except Taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to the Company and with respect to which adequate reserves have been set aside on its books. Adequate provision has been made for the payment of all accrued and unpaid domestic, foreign and other Taxes whether or not yet due and payable and whether or not disputed.

(e)Litigation:  Except as set forth on the Information Certificate of the Company, there is no present investigation by any governmental agency pending, or to the best of the Company’s knowledge threatened, against or affecting the Company, its assets or business and there is no action, suit, proceeding or claim by any person pending, or to the best of the Company’s knowledge threatened, against the Company or its assets or goodwill, or against or affecting any transactions contemplated by this Agreement, which has a material possibility (as reasonably

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determined by Burdale) of being adversely determined against the Company, and if adversely determined would result in any Material Adverse Effect.

(f)Compliance with Other Agreements and Applicable Laws: No Corporate Obligor is in default under, or in violation of any of the terms of any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and each Corporate Obligor is in compliance with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any English, foreign, or local governmental authority where such default or noncompliance would result in a Material Adverse Effect.

(g)Bank Accounts: All of the deposit accounts, investment accounts or other accounts in the name of or used by the Company maintained at any bank or other financial institution are set forth on Schedule 9 to the Debenture, subject to the right of a Company to establish new accounts in accordance with Clause 14(1) below.

(h)Year 2000 Compliance: Any reprogramming required to permit the proper functioning, in and following the year 2000, of (i) the computer systems of the Company and (ii) equipment containing embedded microchips (including systems and equipment supplied by others or with which the systems of the Company interface) and the testing of all such systems and equipment, as so reprogrammed, has been completed in all material respects. The computer and management information systems of the Company are and, with ordinary course upgrading and maintenance, will continue for the term of this Agreement to be, sufficient to permit the Company to conduct its business without a material adverse effect on its assets, business or condition (financial or other).

(i)Accuracy and Completeness of Information: All information furnished by or on behalf of any Corporate Obligor in writing to Burdale in connection with this Agreement or any of the other Finance Documents or any transaction contemplated hereby or thereby, including, without limitation, all information on the Information Certificate of such Corporate Obligor is true and correct in all material respects on the date as of which such information is dated or certified and does not omit any material fact necessary in order to make such information not misleading. No event or circumstance has occurred which has had or could reasonably be expected to have a material adverse affect on the business, assets or condition (financial or otherwise) of any Corporate Obligor, which has not been fully and accurately disclosed to Burdale in writing.

13.2Survival of Warranties; Cumulative

All representations and warranties contained in this Agreement or any of the other Finance Documents shall survive the execution and delivery of this Agreement and shall be deemed to have been made again to Burdale on each date a Request is submitted and on each Utilisation Date and shall be conclusively presumed to have been relied on by Burdale regardless of any investigation made or information possessed by Burdale. The representations and warranties set forth herein shall be cumulative and in addition to any

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other representations or warranties which the Company shall now or hereafter give, or cause to be given, to Burdale pursuant to any Finance Document.

14.GENERAL UNDERTAKINGS

The Company undertakes to Burdale that:

(a)Maintenance of Existence: The Company shall at all times preserve, renew and keep in full force and effect its corporate existence and rights and franchises with respect thereto and maintain in full force and effect all permits, licenses, trademarks, trade names, approvals, authorisations, leases and contracts necessary to carry on the business as presently or proposed to, be conducted provided, however, that the Company may (i) cause any other Corporate Obligor to dissolve or otherwise surrender any of the foregoing and (ii) abandon any permit, license, trademark, trade name, approval or authorisation it no longer deems material to its business. The Company shall give Burdale thirty (30) days’ prior notice of any proposed change of name or structure, which notice shall set forth the proposed new name or structure and Company shall deliver to Burdale a copy of the amendment to the applicable constituent document of the Company providing for such change appropriately certified as soon as it is available.

(b)Compliance with Laws, Regulations, Etc.: The Company shall, at all times, comply in all material respects with all laws, rules, regulations, directives, licenses, permits, consents, authorisations, approvals and orders applicable to it and duly observe all requirements of any national or local governmental authority, and all statutes and any guidance, circular or regulations issued thereunder, subordinate legislation, common law, equity, rules, orders, permits and stipulations relating to environmental pollution and employee health and safety, where such non-compliance would result in a Material Adverse Effect.

(c)Payment of Taxes and Claims: The Company shall duly pay and discharge all Taxes, assessments, contributions and governmental charges upon or against it or its properties or assets, except for Taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to the Company and with respect to which adequate reserves have been set aside on its books. The Company shall be liable for any Tax or penalties imposed on Burdale as a result of the financing arrangements provided for herein and the Company agrees to indemnify and hold Burdale harmless with respect to the foregoing, and to repay to Burdale on demand the amount thereof, and until paid by the Company such amount shall be added and deemed part of the Outstanding Purchase Amount. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

(d)Insurance: The Company shall, at all times, maintain with financially sound and reputable insurers insurance with respect to the Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations of established reputation engaged in the same or similar businesses and similarly situated. The Company shall furnish certificates, policies or endorsements to Burdale as Burdale shall require as proof of such insurance,

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and, if the Company fails to do so, Burdale is authorised, but not required, to obtain such insurance at the expense of the Company. All policies shall provide for at least thirty (30) days prior written notice to Burdale of any cancellation. The Company shall cause Burdale to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and the Company shall obtain non-contributory lender’s loss payable endorsements to all casualty insurance policies in form and substance satisfactory to Burdale. At its option, Burdale may apply any insurance proceeds received by Burdale at any time to the cost of repairs or replacement of Collateral and/or to payment of the Obligations, whether or not then due, in any order and in such manner as Burdale may determine or hold such proceeds as cash collateral for the Obligations.

(e)Financial Statements and Other Information:

(i)The Company shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of the Company and its Subsidiaries in accordance with GAAP and the Company shall furnish or cause to be furnished to Burdale: (1) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated and consolidating financial statements of the Company and its Subsidiaries (including in each case balance sheets, statements of profit and loss, statements of cash flow and statements of shareholders’ funds), all in reasonable detail, fairly presenting the financial position and the results of the operations of the Company and its Subsidiaries as of the end of and through such month, (2) within sixty (60) days after the end of each fiscal quarter, quarterly unaudited consolidated and consolidating financial statements of the Company and its Subsidiaries (including in each case balance sheets, statements of profit and loss, statements of cash flow and statements of shareholders’ funds, stock figures and valuations for that quarter, a breakdown of the value and identity of preferential creditors for that quarter and details of all input and output VAT at the end of each VAT quarter), all in reasonable detail, fairly presenting the financial position and the results of the operations of the Company and its Subsidiaries as of the end of and through such fiscal quarter, and (3) within one hundred twenty (120) days after the end of each fiscal year, audited consolidated and consolidating financial statements of the Company and its Subsidiaries (including in each case balance sheets, statements of profit and loss, statements of cash flow and statements of shareholders’ funds), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of the Company and its Subsidiaries as of the end of and for such fiscal year, together with the opinion of the Company’s auditors, which shall be a nationally recognised independent accounting firm or, if not, another independent accounting firm selected by the Company and reasonably acceptable to Burdale, that such financial statements have been prepared in accordance with GAAP, and present a true and fair view of the results of operations and financial condition of the Company and its Subsidiaries as of the end of and for the fiscal year then ended.

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(ii)The Company shall promptly notify Burdale in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in any Company’s business, properties, assets, or condition, financial or otherwise and (ii) the occurrence of any Default.

(iii)The Company shall promptly after the sending or filing thereof furnish or cause to be furnished to Burdale copies of all financial reports which GLC sends to its stockholders generally and copies of all reports and registration statements which any GLC or any other Borrower (as defined in the Loan Agreement) with the U.S. Securities and Exchange Commission, any U.S. national securities exchange or the National Association of Securities Dealers, Inc.

(iv)The Company shall furnish or cause to be furnished to Burdale such budgets, forecasts, projections and other information in respect of the Collateral and the business of the Company, as Burdale may, from time to time, reasonably request. Burdale is hereby authorised to deliver a copy of any financial statement or any other information relating to the business of any Obligor and any Related Company to any court or other government agency or to any participant or assignee or prospective participant or assignee. The Company hereby irrevocably authorises and directs all accountants or auditors to deliver to Burdale, at Company’s expense, copies of the financial statements of any Corporate Obligor or Related Company and any reports or management letters prepared by such accountants or auditors on behalf of any Corporate Obligor or Related Company and to disclose to Burdale such information as they may have regarding the business of any Corporate Obligor or Related Company. Any information provided to Burdale pursuant to this Clause 14(e)(iv) shall be subject to the provisions of Clause 24.2. Any documents, schedules, invoices or other papers delivered to Burdale may be destroyed or otherwise disposed of by Burdale one (1) year after the same are delivered to Burdale, except as otherwise designated by the Company to Burdale in writing.

(f)Sale of Assets, Consolidation, Merger, Dissolution, Etc.: The Company shall not, directly or indirectly:

(i)merge, amalgamate or consolidate with any other person or permit any other person to merge, amalgamate or consolidate with it;

(ii)sell, assign, lease, transfer, abandon or otherwise dispose of any stock or indebtedness to any other person or any of its assets to any other person (except for (1) sales of stock in the ordinary course of business. (2) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of the Company so long as (A) any proceeds are paid into the Blocked Accounts and (B) such sales do not involve Equipment having an aggregate fair market value in excess of the Sterling equivalent of One Million Dollars ($1,000,000) for all such Equipment disposed of in any fiscal

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year of the Company and (3) in connection with the sale of all or substantially all the assets of the Company or a Subsidiary of the Company or the sale of all the share capital of the Company or a Subsidiary of the Company, sales of such assets or share capital having an aggregate fair market value not to exceed the Sterling equivalent of Twenty Five Million Dollars ($25,000,000) less the fair market value of any assets or share capital previously sold by the Company or such Subsidiary in connection with the sale of all or substantially all the assets of the Company or such Subsidiary or the sale of all the share capital of such Subsidiary during the term of this Agreement, provided that (A) no Default exists or has occurred and is continuing immediately prior to and after giving effect to such sale and (B) the Company shall pay to Burdale the greater of (1) fifty percent (50%) of the amount by which the aggregate amount (net of Taxes, assumed liabilities and transaction costs) received by the Company from all such sales exceeds the Sterling Equivalent of Five Million Dollars ($5,000,000) and one-hundred percent (100%) of the amount by which the aggregate amount (net of Taxes, assumed liabilities and transaction costs) received by the Company from all such sales exceeds the Sterling Equivalent of Ten Million Dollars ($10,000,000) or (2) the portion of the amount of then Outstanding Purchase Price advanced against any Receivables sold in connection with any such sales (it being agreed that any such payments to Burdale shall not reduce the Facility Limit unless made pursuant to Clause 6.5 and shall not be included in calculating the lending limits hereunder);

(iii)form any Subsidiaries, unless the aggregate amount of all contributions made by the Company to such Subsidiaries is less than the Sterling equivalent of Three Million Dollars ($3,000,000) in the aggregate during the term of this Agreement and provided that (1) no Event of Default or Default, exists or has occurred and is continuing immediately prior to and after giving effect to the formation of each such Subsidiary, (2) if any such Subsidiary is formed on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such formation or if any such Subsidiary is formed after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such formation, (3) any such Subsidiary formed engages in a line of business compatible but not competitively adverse with the Company’s line of business and (4) the Company shall not contribute to any such Subsidiary any Collateral with a fair market value exceeding in the aggregate more than Ten Thousand Dollars ($10,000) during the term of this Agreement or any proprietary information except that a license to use such proprietary information on a non-exclusive basis shall not be deemed to be a contribution of proprietary information for purposes of this Clause 14(f)(iii);

(iv)acquire the share capital of any person in which such person would become a Subsidiary of the Company except for Permitted Acquisitions;

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(v)wind up, liquidate or dissolve except following the transfer of all or substantially all of its assets in a transaction permitted by Clause 14(f)(iii)(3) and 14(f)(iii)(4) of this Clause 14(f); or

(vi)agree to do any of the foregoing.

(g)Encumbrances: No Corporate Obligor shall create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, charge or other Encumbrance of any nature whatsoever on any of its assets or properties, including, without limitation, the Collateral, except:

(i)the Encumbrances and security interests of Burdale;

(ii)easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Obligor as presently conducted thereon or materially impair the value of the real property which may be subject thereto;

(iii)purchase money security interests in Equipment (including finance leases) not so long as such security interests do not apply to any property of such Obligor other than the Equipment so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment so acquired, as the case may be; and

(iv)the security interests and Encumbrances granted by the Company in favour of Barclays Bank PLC as at the date of this Agreement or replacements therefor that do not extend to any other property or increase the amounts secured.

(h)Indebtedness: No Corporate Obligor shall incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any obligation for borrowed money or indebtedness, except:

(i)the Obligations;

(ii)trade obligations and normal accruals in the ordinary course of business not yet due and payable, or with respect to which such Corporate Obligor is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and available to such Corporate Obligor, and with respect to which adequate reserves have been set aside on its books;

(iii)purchase money indebtedness (including finance leases) to the extent not incurred or secured by Encumbrances (including finance leases) in violation of any other provision of this Agreement;

(iv)indebtedness set forth on the Information Certificate of such Corporate Obligor, provided that, (1) such Corporate Obligor may only make regularly scheduled payments of principal and interest in respect of such

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indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such indebtedness as in effect on the date hereof, (2) such Corporate Obligor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof, or (B) except as otherwise permitted under this Agreement, redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (3) such Corporate Obligor shall furnish to Burdale all notices or demands in connection with such indebtedness either received by such Corporate Obligor or on its behalf, promptly after the receipt thereof, or sent by such Corporate Obligor or on its behalf, concurrently with the sending thereof, as the case may be;

(v)indebtedness owing to a Borrower, GL Canada, GLC or GIFL, provided that no Default exists or has occurred and is continuing immediately prior to and after giving effect to the incurrence, creation or assumption of such indebtedness; and

(vi)other indebtedness together with other indebtedness of all other Borrowers not otherwise permitted under paragraphs (h)(i) to (h)(v) above at any one time not exceeding the Sterling equivalent of Two Million Dollars ($2,000,000) outstanding in the aggregate.

(i)Loans, Investments, Guarantees, Etc.: No Corporate Obligor shall, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or properly of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any person or agree to do any of the foregoing, except:

(i)the endorsement of instruments for collection or deposit in the ordinary course of business;

(ii)investments in: (1) short-term direct obligations of the United Kingdom and (2) negotiable certificates of deposit issued by any bank satisfactory to Burdale, payable to the order of the relevant Corporate Obligor or to bearer and delivered to Burdale, provided that as to any of the foregoing, unless waived in writing by Burdale, the relevant Corporate Obligor shall take such actions as are deemed necessary by Burdale to perfect the security interest of Burdale in such investments;

(iii)the guarantees set forth in the Information Certificate of each Corporate Obligor;

(iv)Permitted Acquisitions and any transaction permitted by Clause 14(a) and 14(f);

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(v)loans or advances to, or investments in, or purchases or repurchases of the shares, assets or indebtedness of a Borrower or GL Canada or guarantees or the assumption of letter of credit obligations for the benefit of a Borrower or GL Canada; provided that, (1) no Default exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (2) such loans, advances, investments, purchases or repurchases do not violate the capitalisation requirements of the relevant Corporate Obligor under applicable laws;

(vi)loans or advances to GIFL or GLC; provided that, (i) no Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalisation requirements of the relevant Corporate Obligor under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLC, as the case may be, to GL Canada or a Borrower;

(vii)loans or advances to the GLC (1) for the purpose of paying interest due under the Senior Notes, (2) for the purpose of paying management fees to the Sponsors (as defined in the Loan Agreement) or any of their affiliates in an aggregate amount not to exceed the Sterling equivalent of Seven Hundred Thousand Dollars ($700,000) less amounts paid by any Borrower or GL Canada for such purpose in any fiscal year of the Company, or loans or advances to GLC for the purposes set forth in Schedule 9.10 of the Loan Agreement in an aggregate amount not to exceed the Sterling equivalent of $23,000,000 less amounts paid by the Borrowers or GL Canada for such purposes in any fiscal year of the Company provided that, (1) no Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or the assumption of letter of credit obligations, (2) such loans, advances, guarantees or the assumption of letter of credit obligations do not violate the capitalisation requirements of the relevant Corporate Obligor under applicable laws;

(viii)loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of GLC or a Subsidiary of GLC (other than a Borrower, GL Canada) provided that(1) no Default exists or has occurred and is not continuing immediately prior to and after giving effect to such loans, advances, guarantees, (2) such loans, advances, guarantees or the assumption of letter of credit obligations do not violate the capitalisation requirements of the relevant Corporate Obligor under applicable laws, (3) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or the assumption of letter of credit obligations or if such loans, advances, guarantees or the assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or the assumption

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of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Burdale; and

(ix)other outstanding loans or advances by the Corporate Obligors not to exceed in aggregate the Sterling equivalent of One Million Dollars ($1,000,000) at any time.

(j)Dividends and Redemptions: The Company shall not directly or indirectly, declare or pay any dividends on account of any shares of any class of share capital, as the case may be, of the Company now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of share capital or, as the case may be, (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than ordinary share capital or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares, as the case may be, or agree to do any of the foregoing.

(k)Transactions with Affiliates: No Corporate Obligor shall enter into any transaction for the purchase, sale or exchange of property or the rendering of any service to or by any affiliate, except in the ordinary course of and pursuant to the reasonable requirements of such Corporate Obligor’s business and upon fair and reasonable terms no less favourable to such Corporate Obligor than such Corporate Obligor would obtain in a comparable arm’s length transaction with an unaffiliated person. For this purpose, affiliate shall not include any Borrower, any Corporate Obligor, GL Canada, GLC, GL Bermuda or GIFL

(l)Additional Bank Accounts: No Corporate Obligor shall, directly or indirectly, open, establish or maintain any deposit account, investment account or any other account with any bank or other financial institution, other than the Charged Accounts as set forth in Schedule 9 to the Debenture, except: (i) as to any new or additional Blocked Accounts and other such new or additional accounts which contain any Collateral or proceeds thereof, with the prior written consent of Burdale and subject to such conditions thereto as Burdale may establish or as required by this Agreement and (ii) as to any accounts used by such Company to make payments of payroll, Taxes or other obligations to third parties, after prior written notice to Burdale.

(m)Further Assurances: At the request of Burdale at any time and from time to time, the each Corporate Obligor shall, at its expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be necessary or proper to evidence, perfect, maintain and enforce the security interests and the priority thereof in the Collateral and to otherwise effectuate the provisions or purposes of this Agreement or any of the other Finance Documents. Burdale may at any time and from time to time request a certificate from an officer of any Corporate Obligor representing on behalf of such Corporate Obligor that all conditions precedent to the making of a Utilisation and providing of any L/C

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contained herein are satisfied. In the event of such request by Burdale, Burdale may, at its option, cease to allow any further Utilisation or provide any further L/C’s until Burdale has received such certificate and, in addition, Burdale has determined that such conditions are satisfied.

15.EVENTS OF DEFAULT

15.1Default

Each of the events specified below constitutes an Event of Default:

(a)any Obligor or GLC fails to pay when due any of the Obligations (other than interest or fees due hereunder);

(b)the Company fails to pay any interest or fees within three (3) days after such interest or fees become due hereunder, provided that such three (3) day period shall not apply in the event that Company intentionally diverts payments on Receivables or other proceeds of Collateral from the Blocked Accounts;

(c)any Obligor or GLC fails to perform any of the terms, covenants, conditions or provisions contained in this Agreement or any of the other Finance Documents and such failure shall continue for ten (10) Business Days, provided that,such ten (10) Business Day period shall not apply in the case of (1) any failure to perform a term, covenant, condition or provision which results in the occurrence of an Event of Default addressed in any other provision or paragraph of this Clause 15.1, (2) any failure to perform any such term, covenant, condition or provision that has been the subject of two (2) previous failures within the prior twelve (12) month period or (3) an intentional breach by any Obligor or GLC of such term, covenant, condition or provision;

(d)any representation, warranty or statement of fact made by the Company to Burdale in this Agreement, the other Finance Documents or any other agreement, schedule, confirmatory assignment or otherwise shall when made or deemed made be false or misleading in any material respect;

(e)any Obligor or any Related Company revokes or terminates any of the terms, covenants, conditions or provisions of any guarantee, endorsement or other agreement of such party in favour of Burdale;

(f)any judgment for the payment of money is rendered against any Obligor in excess of the Sterling equivalent of Two Million Five Hundred Thousand Dollars ($2,500,000) in any one case or in excess of the Sterling equivalent of Five Million Dollars ($5,000,000) in the aggregate and shall remain undischarged or unvacated for a period in excess of thirty (30) days or execution shall at any time not be effectively stayed, or any material judgment other than for the payment of money, or injunction, attachment, sequestration, distress, garnishment or execution is rendered against the Company or any of its assets;

(g)any Obligor dissolves or suspends or discontinues doing business;

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(h)Any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like is appointed in respect of any Obligor or any material part of its assets.

(i)The directors of any Corporate Obligor request the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like.

(j)Any other steps are taken to enforce any Encumbrance over any material part of the assets of any Obligor.

(k)Any Obligor is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due.

(l)Any Obligor suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness.

(m)Any Obligor, by reason of financial difficulties, begins negotiations with all or any class of its creditors with a view to the readjustment or rescheduling of any of its indebtedness.

(n)Any step (including petition, proposal or convening a meeting) is taken with a view to a composition, assignment or arrangement with any creditors of any Obligor.

(o)A meeting of any Corporate Obligor or is convened for the purpose of considering any resolution for (or to petition for) its winding-up or for its administration or any such resolution is passed.

(p)Any person presents a petition for the winding-up or for the administration or for the bankruptcy of any Obligor unless (other than in the case of a petition for administration) the relevant Obligor can demonstrate to the satisfaction of Burdale (acting reasonably) that the relevant petition is frivolous, vexatious or an abuse of process of the court or that it relates to a claim to which the relevant Obligor has a good defence which it is diligently pursuing.

(q)An order for the winding-up or administration or bankruptcy of any Obligor is made.

(r)Any other step (including petition, proposal or convening a meeting) is taken with a view to administration, custodianship, liquidation, winding-up, dissolution or bankruptcy of any Obligor or any other insolvency or analogous proceedings involving any such person unless, in the case of a petition (other than in the case of a petition for administration) the relevant Obligor can demonstrate to the satisfaction of Burdale (acting reasonably) that the relevant petition is frivolous, vexatious or an abuse of process of the court or that it relates to a claim to which the relevant Obligor has a good defence which it is diligently pursuing.

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(s)There occurs, in relation to any Obligor, any event anywhere which, in the opinion of Burdale, appears to correspond with any of those mentioned in paragraphs (h) to (r) (inclusive) above.

(t)any default by any Obligor or any Related Company under any agreement, document or instrument relating to any indebtedness for borrowed money owing to any person other than Burdale, or any capitalised lease obligations, contingent indebtedness in connection with any guarantee, letter of credit, indemnity or similar type of instrument in favour of any person other than Burdale, in any case in an amount in excess of the Sterling equivalent of Two Million Five Hundred Thousand Dollars ($2,500,000), which default continues for more than the applicable cure period, if any, with respect thereto;

(u)GLC ceases to hold, directly or indirectly, all of the share capital of the Company;

(v)the indictment or threatened indictment of any Corporate Obligor or any Related Company under any criminal statute, or the commencement or threatened commencement of criminal or civil proceedings against any Corporate Obligor or any Related Company, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of any of the material property of such Corporate Obligor or Related Company (as the case may be);

(w)any default by any Borrower or GL Canada or an “Event of Default” shall occur under the terms of the Loan Agreement or the Canadian Loan Agreement or any other agreement, document, note and/or instrument executed or delivered in connection therewith;

(x)there shall be a material adverse change in the business, assets or condition (financial or otherwise) of any Corporate Obligor or any Related Company after the date hereof; or

(y)there shall be an Event of Default under any of the other Finance Documents and/or Financing Agreements.

15.2Action on Default

Upon the occurrence of any Event of Default and whilst the same is continuing, and without prejudice to any of Burdale’s rights under this Agreement, Burdale may, by notice to the Company:

(a)declare that an Event of Default has occurred; and/or

(b)declare that the Facility shall be cancelled, whereupon the Facility shall be so cancelled and all fees (including without limitation pursuant to Clause 6.5(b)) payable in relation to the Facility shall become immediately due and payable; and/or

(c)declare that the Company shall forthwith pay or procure the payment to Burdale of a sufficient sum to cover the amount of all Outstanding Purchase Price and/or

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any contingent obligations of Burdale under any outstanding L/Cs, whereupon the same shall become immediately due and payable and, once paid, shall be held by Burdale in an interest bearing account for application against such Outstanding Purchase Price or contingent obligation (as the case may be), provided that any sum remaining after settling such payments shall be applied first in settlement of any other amounts then due and payable to Burdale under the Finance Documents and, subject to that, any balance shall be promptly repaid to the Company or other person entitled to the balance.

15.3Appointment of Insolvency Officer

If any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or any other insolvency officer (or its equivalent in any jurisdiction) is appointed in respect of any Obligor or any Related Company or any part of its assets (whether on the application or with the consent of Burdale or otherwise) then Burdale may (with or without it first having exercised any of its other rights under the Finance Documents), by notice to the Company, declare that the fee specified in Clause 6.5(b) be immediately due and payable or, at Burdale’s option, payable upon demand as if the Facility Limit at such time had been reduced to zero, whereupon such fee shall become immediately due and payable or payable on demand (as the case may be).

16.COSTS, EXPENSES AND FEES

16.1Costs and Expenses

The Company shall pay to Burdale on demand all reasonable costs, expenses, filing fees and Taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, administration, collection, liquidation, enforcement and defence of the Obligations, Burdale’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to:

(a)all costs and expenses of filing, registering or recording (including filing Taxes and fees, documentary Taxes, intangibles Taxes and mortgage recording Taxes and presentation fees, if applicable);

(b)all costs and expenses and fees for title insurance and other insurance premiums, environmental audits, surveys, assessments, engineering reports and inspections, appraisal fees and search fees;

(c)costs and expenses of remitting loan proceeds, collecting cheques and other items of payment, and establishing and maintaining the Charged Accounts, together with Burdale’s customary charges and fees with respect thereto;

(d)charges, fees or expenses charged by any bank or issuer in connection with the L/C’s;

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(e)costs and expenses of preserving and protecting the Collateral;

(f)costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and Encumbrances of Burdale, selling or otherwise realising the Collateral, and otherwise enforcing the provisions of this Agreement and the other Finance Documents or defending any claims made or threatened against Burdale arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters);

(g)all out-of-pocket expenses and costs incurred by Burdale’s examiners in the conduct of their periodic field examinations of the Collateral and any Company’s operations, plus a charge at the rate of the Daily Rate, per day for Burdale’s examiners in the field and office; and

(h)the fees and disbursements (plus VAT) of legal advisors to Burdale in connection with any of the foregoing.

16.2Fees

(a)Facility Fee: The Company will pay to Burdale today a facility fee equal to 0.75% on the amount of the Facility Limit.

(b)Commitment Fee: The Company will pay to Burdale a commitment fee computed at the rate of 0.375% per annum on the daily undrawn/unutilised balance of the Facility Limit. Accrued Commitment Fee shall be payable monthly in arrears from today’s date and also on the date on which the Facility is terminated. Commitment fee shall accrue from day to day and be calculated on the basis of a 365 day year and for the actual number of days elapsed.

(c)Monitoring fee: The Company will pay to Burdale a monitoring fee of $2,000 monthly in advance with the first payment to be made on today’s date.

(d)L/C Fee: The Company will pay to Burdale a fee equal to 1.25% per annum on the face amount of each L/C issued at the Company’s request in respect of the period between the date of issue of the L/C and the End Date of such L/C. The fee shall be calculated on the basis of a 365 day year and shall be paid monthly in arrears and on the End Date of such L/C.

17.INDEMNITIES

17.1Currency Indemnity

If any amount payable by the Company under or in connection with any of the Finance Documents is received by Burdale in a currency other than that agreed to be payable under the Finance Documents, whether as a result of any judgment or order or other enforcement, the liquidation or bankruptcy of the Company or otherwise howsoever and the amount produced by converting the currency so received into the agreed currency is less than the relevant amount of the agreed currency, then the Company will indemnify

46

Burdale for the deficiency and any loss sustained as a result. Such conversion will be made at the Exchange Rate, on such date and in such market as is determined by Burdale as being most favourable for such conversion. The Company will in addition pay the costs of such conversion.

17.2Other Indemnities

The Company will indemnify Burdale on demand against any loss or liability which Burdale incurs as a result of:

(a)the occurrence of any Event of Default;

(b)any payment of principal or other amount being received from any source otherwise than on its due date under this Agreement;

(c)any Utilisation not being effected after the Company has delivered a Request in respect of such Utilisation other than as a result of Burdale’s negligence or default;

(d)any prepayment or provision of cash collateral by the Company not being made in accordance with the terms of this Agreement.

In each case the Company’s liability includes (without limitation) any loss of margin or anticipated profits or other loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document and on account of any security given by Burdale in relation to those funds and in relation to any amount repaid or prepaid in relation to any Finance Document.

17.3Stamp duty

Immediately upon demand, the Company shall pay and indemnify Burdale against any liability it incurs for any stamp, registration or similar tax or duty (and any applicable penalties) which is or becomes payable because of the entry into, performance or enforcement of any Finance Document.

17.4General Provisions Regarding Indemnities

Each of the indemnities contained in Clauses 17.1 to 17.3 inclusive (the “Indemnities”) will remain in full force and effect until such time as all amounts to which such Indemnities are expressed to relate have been paid in full. The Indemnities are additional to and not instead of any security or other guarantee or indemnity at any time existing in favour of any person.

18.EVIDENCE OF INDEBTEDNESS

In any proceedings relating to any Finance Document a statement as to any amount due to Burdale under this Agreement which is certified as being correct by an officer of Burdale will in the absence of manifest error be conclusive evidence that such amount is in fact due and payable.

47

19.NOTICES

19.1Delivery and Receipt

All notices pertaining to this Agreement shall be given in writing or facsimile and shall be deemed to be given as follows;

(a)if in writing, when delivered; and

(b)if by facsimile, when received,

save that any notice delivered or received on a non-working day or after business hours shall be deemed to be given on the next working day at the place of delivery or receipt.

19.2Addresses

(a)The Company’s address and facsimile number for notices are:

Royal Court

81 Tweedy Road

Bromley

Kent

BR1 1TW

Facsimile no:0208 626 6855

For the attention of:David Lund

or such as the Company may notify to Burdale by not less than 10 days’ notice.

(b)Burdale’s address and facsimile number for notices are:

53 Queen Anne Street

London W1M 0HP

Facsimile no:0171 935 5445

For the attention of:Company Secretary

or such as Burdale may notify to the Company by not less than 10 days’ notice.

20.WAIVER, REMEDIES CUMULATIVE

The rights of Burdale under the Finance Documents:

(a)may be exercised as often as necessary;

(b)are cumulative and not exclusive of its rights under the general law; and

(c)may be waived only in writing and specifically.

48

Delay in exercising or non-exercise of any right shall not be deemed to be a waiver of that right.

21.INVALIDITY

If any of the provisions of any Finance Document become invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

22.ASSIGNMENT AND PARTICIPATION

22.1Assignment

The Finance Documents shall be binding upon and inure to the benefit of and be enforceable by Burdale, the Company and their respective successors and assigns, except that the Company may not assign its rights under any Finance Document. Burdale may, after notice to the Company, assign its rights and delegate any or all of its obligations under the Finance Documents.

22.2Transfer by Burdale

Burdale may at any time assign, transfer or offer participations in all or a proportion of all its rights and obligations under the Finance Documents to any other bank or financial institution.

23.GOVERNING LAW AND JURISDICTION

23.1Governing Law

This Agreement will be governed by and construed in accordance with English law.

23.2Jurisdiction

For the benefit of Burdale, the Company irrevocably agrees that the courts of England will have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceeding arising out of or in connection with this Agreement may be brought in such courts.

23.3Process Agent

For the benefit of Burdale, the Company irrevocably accepts its appointment as GLC’s agent for the service of process pursuant to the GLC Guarantee.

49

24.DISCLOSURE OF INFORMATION

24.1Publicity

Burdale may advertise or publicise in such publications and to such persons as Burdale may in its discretion think fit such particulars of this transaction as Burdale may in its absolute discretion deem appropriate.

24.2Confidential Information

Burdale agrees to hold, in accordance with its customary procedures for handling confidential information and safe and sound lending practices, any confidential information that it may receive from any Obligor or Related Company pursuant to this Agreement in confidence, except for disclosure:

(a)to legal counsel, accountants, auditors and other professional advisors to any Obligor or any Related Company or Burdale;

(b)to regulatory officials having jurisdiction over Burdale;

(c)as required by applicable law or legal process (provided that in the event Burdale is so required to disclose any such confidential information, that Burdale shall endeavour promptly to notify the Obligor or Related Company (as the case may be), so that the Obligor or Related Company (as the case may be) may seek a protective order or other appropriate remedy) or in connection with any legal proceeding to which Burdale or such Obligor or Related Company (as the case may be) are adverse parties;

(d)to another financial institution or its counsel in connection with an assignment or disposition or proposed assignment or disposition to that financial institution of all or part of Burdale’s interests hereunder or a participation interest herein, provided that such disclosure is made subject to an appropriate confidentiality agreement on terms substantially similar to this Clause; and

(e)to prospective purchasers of any Collateral (other than competitors of any Obligor or Related Company or their Subsidiaries unless all Obligations are then due and payable) in connection with any disposition thereof, provided that such disclosure is made subject to an appropriate confidentiality agreement on terms substantially similar to this Clause.

For purposes of the foregoing, “confidential information” shall mean all information respecting any Obligor or any Related Company, other than (a) information previously filed with any governmental agency and available to the public, (b) information previously published in any public medium from a source other than, directly or indirectly, Burdale, and (c) information previously disclosed by GLC or any of its Subsidiaries to any person not associated with GLC without a written confidentiality agreement.

Nothing in this Clause 24 shall be construed to create or give rise to any fiduciary duty on the part of Burdale to any Obligor or any Related Company or their Subsidiaries.

50

25.COUNTERPARTS

This Agreement may be executed in any number of counterparts and all of such counterparts taken together will be deemed to constitute one and the same instrument.

This Agreement has been entered into on the date stated at the beginning of the Agreement.

51

SIGNATORIES

The Company:
GEOLOGISTICS LIMITED
By:	/s/ George Papageorghiou
Burdale:
BURDALE FINANCIAL LIMITED
By:	/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]

62

EX-4.22

Exhibit 4.22

28 March 2001

BY FACSIMILE AND POST

GeoLogistics Limited
Royal Court
81 Tweedy Road
Bromley
Kent BR1 1TW

Facsimile no.      020 8626 6855

Dear Sirs

We refer to:

(A)the facility agreement dated 31 March 2000 between GeoLogistics Limited (the “Company”) and ourselves (as supplemented and amended from time totime, the “Facility Agreement”);

(B)the Guarantee and Indemnity dated 31 March 2000 between GeoLogistics Corporation (the “Guarantor”), a Delaware corporation, and ourselves (the “Guarantee”); and

(C)the third amendment to loan and security agreement (the “US Amendment Agreement”) executed or to be executed between Congress as Lender and Bekins Worldwide Solutions, Inc and others as Borrowers (amongst other things) making certain amendments to the Loan Agreement.

Save as otherwise defined in this letter, terms defined in the Facility Agreement have the same meaning when used in this letter.

We write to confirm the agreement reached between us that, subject to the terms of this letter, on and from the Effective Date (as defined below) the following shall be deemed not to be Events of Default under the Facility Agreement:

(a)the failure to establish financial covenants by 31 December 2000, as required under Section 9.17 of the Loan Agreement; and

(b)the failure of the Guarantor to maintain Adjusted Net Worth (as defined in the Loan Agreement) in the amounts set forth in Section 10.1(n) of the Loan Agreement for the period from 31 December 2000 to 30 April 2001.

The Effective Date shall be the date which is the later of (i) the date on which we have received a copy of this letter countersigned on behalf of the Company and the Guarantor and (ii) the date on which the Amendment (as defined in the US Amendment Agreement) becomes effective in accordance with Section 3 of the US Amendment Agreement.

53 Queen Anne Street, London WIC 9HP

t. 020 7935 1115 f. 020 7486 3513 w. www.burdale.co.uk

Offices also in Manchester and Birmingham

Reg. No.2656007 Incorporated in England and Wales

affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST UNION company

In consideration of our issuing this letter at your request, the Company shall pay to us a fee of US$32,000 which is immediately due and payable and, to the extent not already paid, shall be debited by Burdale to the Company’s loan account (as described in Clause 4.6 of the Facility Agreement) on the date on which we receive a copy of this letter countersigned by the Company in the Sterling equivalent of such amount calculated at the Exchange Rate on such date.

Save as set out above, nothing in this letter shall be deemed to be an amendment to the terms of any Finance Document or a waiver or consent by Burdale to any breach or potential breach (present or future) of any provision of the Finance Documents or any waiver of a Default or Event of Default (howsoever described).

This letter is a Finance Document and shall be governed by English law.

Yours faithfully

/s/ [ILLEGIBLE]

For and on behalf of

BURDALE FINANCIAL LIMITED

Accepted and agreed:
GEOLOGISTICS LIMITED
By:	/s/ George Papageorghiou

We hereby agree (with such agreement taking effect as a deed) that the guarantee and indemnity given by us remain in full force and effect and extend to guarantee the obligations of the Company to you under the Finance Documents notwithstanding the waiver contained in this letter.

Executed as a deed by

GEOLOGISTICS CORPORATION

By:

Name:

Title:

2

EX-4.23

Exhibit 4.23

4 April 2001

BY FACSIMILE AND POST

GeoLogistics Limited
Royal Court
81 Tweedy Road
Bromley
Kent BR1 1TW

Facsimile no.      020 8626 6855

Dear Sirs

We refer to:

(A)the facility agreement dated 31 March 2000 between GeoLogistics Limited (the “Company”) and ourselves (as supplemented and amended from time to time, the “Facility Agreement”);

(B)the Guarantee and Indemnity dated 31 March 2000 between GeoLogistics Corporation (the “Guarantor”), a Delaware corporation, and ourselves (the “Guarantee”); and

(C)the third amendment to loan and security agreement dated as of 3 April 2001 (the “US Amendment Agreement”) between Congress as Lender and Berkins Worldwide Solutions, Inc and others as Borrowers (amongst other things) making certain amendments to the Loan Agreement.

Save as otherwise defined in this letter, terms defined in the Facility Agreement have the same meaning when used in this letter.

We write to confirm the agreement reached between us that, subject to the terms of this letter, on and from the Effective Date (as defined below) the matters and circumstances waived as Events of Default (as defined in the Loan Agreement) by Congress pursuant to Sections 2(c) and 2(d) of the US Amendment Agreement shall also (subject to the proviso to Section 2(c) of the US Amendment Agreement) be deemed to be waived as Events of Default under the Facility Agreement.

The Effective Date shall be the date on which we have received a copy of this letter countersigned on behalf of the Company and the Guarantor.

Save as set out above, nothing in this letter shall be deemed to be an amendment to the terms of any Finance Document or a waiver or consent by Burdale to any breach or potential breach (present or future) of any provision of the Finance Documents or any waiver of a Default or Event of Default (howsoever described).

53 Queen Anne Street, London W1G 9HP

t. 020 7935 1115 f. 020 7486 3513 w. www.burdale.co.uk

Offices also in Manchester and Birmingham

Reg. No.2656007 Incorporated in England and Wales

affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST UNION company

This letter is a Finance Document and shall be governed by English law.

Yours faithfully
/s/ [ILLEGIBLE]
For and on behalf of
BURDALE FINANCIAL LIMITED
Accepted and agreed:
GEOLOGISTICS LIMITED
By:	/s/ George Papageorghiou

We hereby agree (with such agreement taking effect as a deed) that the guarantee and indemnity given by us remain in full force and effect and extend to guarantee the obligations of the Company to you under the Finance Documents notwithstanding the waiver contained in this letter.

Executed as a deed by
GEOLOGISTICS CORPORATION
By:	/s/ R Jackson
Name:		R Jackson
Title:		VP & General Counsel

2

EX-4.24

Exhibit 4.24

9 April 2001

BY FACSIMILE AND POST

GeoLogistics Limited

Royal Court

81 Tweedy Road

Bromley

Kent

BR1 1TW

Facsimile no:	020 8626 6855
For the attention of:	George Papageorghiou

Dear Sirs

We refer to the facility agreement dated 31 March 2000 between yourself as company and ourselves (as supplemented and amended from time to time, the “Facility Agreement”).

Terms defined in the Facility Agreement have the same meaning when used in this letter.

We write to confirm the agreement reached between us that, subject to the terms of this letter, on and from the Effective Date (as defined below), Clause 6.5(b) shall be amended by deleting the reference to “1%” and replacing it with a reference to “0.5%”.

The Effective Date shall be the date which is the later of (i) the date on which we have received a copy of this letter countersigned on behalf of the Company and the Guarantor and (ii) the date on which the Amendment (as defined in the the third amendment to loan and security agreement (the “US Amendment Agreement”) executed or to be executed between Congress as Lender and Bekins Worldwide Solutions, Inc and others as Borrowers) becomes effective in accordance with Section 3 of the US Amendment Agreement.

Save as set out above, nothing in this letter shall be deemed to be an amendment to the terms of any Finance Document or a waiver or consent by Burdale to any breach or potential breach (present or future) of any provision of the Finance Documents or any waiver of a Default (howsoever described).

This letter may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

This letter is a Finance Document and shall be governed by English law.

Yours faithfully

BURDALE FINANCIAL LIMITED

/s/ [ILLEGIBLE]

Director

53 Queen Anne Street, London WIC 9HP

t. 020 7935 1115 f. 020 7486 3513 w. www.burdale.co.uk

Offices also in Manchester and Birmingham

Reg. No.2656007 Incorporated in England and Wales

affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST UNION company

Acknowledged and agreed:

GEOLOGISTICS LIMITED
By:	/s/ George Papageorghiou

As Guarantor under the Guarantee and Indemnity (the “Guarantee”) dated 31 March 2000 between ourselves and Burdale we hereby agree (with such agreement taking effect as a deed) that the guarantee given by us in the Guarantee remains in full force and effect and extends to guarantee the obligations of the Company to Burdale under the Finance Documents as amended as described above.

Executed as a deed by
GEOLOGISTICS CORPORATION
By:	/s/ R Jackson
Name:		R Jackson
Title:		VP & General Counsel

2

EX-4.25

Exhibit 4.25

28 June 2001

BY FACSIMILE AND POST

GeoLogistics Limited

Royal Court

81 Tweedy Road

Bromley

Kent

BR1 1TW

Facsimile no:	020 8626 6855
For the attention of:	George Papageorghiou

Dear Sirs

We refer to the facility agreement dated 31 March 2000 between yourself as Company and ourselves (as supplemented and amended from time to time, the “Facility Agreement”).

Terms defined in the Facility Agreement have the same meaning when used in this letter.

We write to confirm the agreement reached between us that subject to receipt by us of:

(a)a copy of this letter countersigned on behalf of the Company and the Guarantor;

(b)evidence satisfactory to us that a corresponding amendment has been or will (contemporaneously with the amendment set out below taking effect) be made to the definition of “Maximum Credit” in the Loan Agreement,

the definition of “Facility Limit” in Clause 1.1 of the Facility Agreement shall be amended by replacing the words “£15,000,000 or $25,000,000” with the words “£12,529,470 or $21,500,000”.

By countersigning and returning a copy of this letter, each of the Company and the Guarantor shall be deemed to represent to Burdale that, save as specified below, each is in compliance with all of its obligations under the Finance Documents and that there are no outstanding Defaults or Events of Default. It is acknowledged and agreed that the financial statements of the Company and its Subsidiaries have not been delivered toBurdale in accordance with the terms of the Facility Agreement and that such financial statements are to be delivered to Burdale on or before 15 July 2001.

Save as set out above, nothing in this letter shall be deemed to be an amendment to the terms of any Finance Document or a waiver or consent by Burdale to any breach or potential breach (present or future) of any provision of the Finance Documents or any waiver of a Default (howsoever described).

This letter may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

53 Queen Anne Street, London WIC 9HP

t. 020 7935 1115 f. 020 7486 3513 w. www.burdale.co.uk

Offices also in Manchester and Birmingham

Reg. No. 2656009 Incorporated in England and Wales

affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST UNION company

This letter is Finance Document and shall be governed by English law.

Yours faithfully
BURDALE FINANCIAL LIMITED
/s/ [ILLEGIBLE]
Director
Acknowledged and agreed:
GEOLOGISTICS LIMITED
By:	/s/ G. Papageorghiou

As Guarantor under the Guarantee and Indemnity (the “Guarantee”) dated 31 March 2000 between ourselves and Burdale we hereby:

(a)agree (with such agreement taking effect as a deed) that the guarantee given by us in the Guarantee remains in full force and effect and extends to guarantee the obligations of the Company to Burdale under the Finance Documents as amended as described above; and

(b)confirm that the representation set out above and deemed to be given by us on the signing and returning of this letter is correct.

Executed as a deed by
GEOLOGISTICS CORPORATION
By:	/s/ R Jackson
Name:			R Jackson
Title:		VP & General Counsel

2

EX-4.26

Exhibit 4.26

7 November 2001

BY FACSIMILE AND POST

GeoLogistics Limited
Royal Court
81 Tweedy Road
Bromley
Kent BR1 1TW

Facsimile no.020 8626 6855

Dear Sirs

We refer to:

(A)the facility agreement dated 31 March 2000 between GeoLogistics Limited (the “Company”) and ourselves (as supplemented and amended from time to time, the “Facility Agreement”); and

(B)the Guarantee and Indemnity dated 31 March 2000 between GeoLogistics Corporation (the “Guarantor”), a Delaware corporation, and ourselves (the “Guarantee”).

Save as otherwise defined in this letter, terms defined in the Facility Agreement have the same meaning when used in this letter.

We write to confirm the agreement reached between us that, subject to the terms of this letter, on and from the Effective Date (as defined below) the Facility Agreement shall be amended as follows:

1.The definitions in Clause 1.1 of “GLNS”, “GLA”, “BVL”, and “GLS” shall be deemed deleted and the definition of “Borrowers” in Clause 1.1 shall be deemed to be deleted and replaced with:

““Borrowers” means Matrix International Logistics, Inc (a Delaware Corporation), Air Freight Consolidators Inc (a New York Corporation), GeoLogistics Americas Inc (a Delaware Corporation) and LEP Fairs Inc (a Georgia Corporation).”

2.The definition of “Facility Limit” in Clause 1.1 shall be deemed deleted and replaced with:

““Facility Limit” means (subject to Clause 3.3) £17,000,000.”

3.The definition of “Final Repayment Date” in Clause 1.1 shall be deemed deleted and replaced with:

““Final Repayment Date” means 30 April 2004.”

4.The definition of “Loan Agreement” in Clause 1.1 shall be deemed deleted and replaced with:

53 Queen Anne Street, London W1G 9HP

t. 020 7935 1115 f. 020 7486 3513 w. www.burdale.co.uk

Offices also in Manchester and Birmingham

Reg. No. 2656007 Incorporated in England and Wales

affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST UNION company

““Loan Agreement” means the amended and restated loan and security agreement by and among Congress as Lender and the Borrowers as Borrowers dated as of 7 November 2001.”

5.The definition of “L/C Limit” in Clause 1.1 shall be deemed deleted and replaced with:

““L/C Limit” means the Facility Limit provided that at any time the sum of the L/C Exposures and the Letter of Credit Accommodations (as defined in the Loan Agreement) shall not exceed the Sterling Equivalent of $30,000,000 at such time.”

6.The definition of “Margin” in Clause 1.1 shall be deemed deleted and replaced with:

““Margin” means 3.00% per annum.”

7.A new definition of “Sterling Equivalent” shall be deemed inserted in Clause 1.1 of the Facility Agreement after the existing definition of “Sterling” as follows:

““Sterling Equivalent” means at any time in respect of any amount denominated in a currency other than Sterling, the equivalent amount in Sterling of such amount calculated at the Exchange Rate prevailing at such time.”

8.The definition of “Total Excess Availability” in Clause 1.1 shall be deemed deleted and replaced with:

““Total Excess Availability” means at any time the aggregate of UK Excess Availability and US Excess Availability at such time.”

9.The definition of “UK Daily Excess Availability” in Clause 1.1 shall be deemed deleted.

10.The definition of “UK Excess Availability” in Clause 1.1 shall be deemed deleted and replaced with:

““UK Excess Availability” means from time to time the amount at such time by which A exceeds B where:

A = The lesser of (1) 85% of the face value of the Eligible Receivables and 65% of the face value of the Eligible Unbilled Receivables less maximum discounts, credits and allowances of any nature which may be taken by or granted to any Account Debtor or any other person in connection with such Eligible Receivables or Eligible Unbilled Receivables as the case may be LESS the amount of Availability Reserves established by Burdale and (2) the Facility Limit.

and

B = The aggregate amount of (1) Outstanding Purchase Price, (2) all L/C Exposures and (3) (without double counting with (1) or (2)) all other then outstanding and unpaid Obligations.”

11.The definition of “US Borrower’s” in Clause 1.1 shall be deemed deleted.

12.The definition of “US Facility” In Clause 1.1 shall be deemed deleted and replaced with:

““US Facility” means the credit facility in the maximum amount of $30,000,000 (which may be adjusted in accordance with the provisions of this Agreement and the Loan Agreement) provided by Congress to the Borrowers pursuant to the Loan Agreement.”

13.A new Clause 3.3 shall be deemed inserted into the Facility Agreement after the existing Clause 3.2 as follows:

“3.3Facility Limit Adjustments

Within 45days of the end of each calendar quarter, the Company may elect to increase or decrease the Facility Limit by no more than the Sterling Equivalent at such time of Five Million Dollars ($5,000,000) (which reduction or increase shall take effect no less than five Business Days from Burdale’s receipt of written notice of the Company’s election) so long as:

(a)no Default exists, has occurred and is continuing or would occur;

(b)the Borrowers under the Loan Agreement, in accordance with the terms of the Loan Agreement, elect concurrently to:

(i)reduce the amount of the Maximum Credit under the Loan Agreement by the United States dollar amount of such increase; or

(ii)increase the Maximum Credit under the Loan Agreement by the United States dollar amount of such reduction; and

(c)any such reduction or increase does not have the effect of:

(i)increasing the amount of the Global Facility (as defined in the Loan Agreement) to an amount in excess of Fifty-Five Million Dollars ($55,000,000);

(ii)increasing the Facility Limit to an amount in excess of the Sterling Equivalent of Thirty-Five Million Dollars ($35,000,000); or

(iii)decreasing the Facility Limit to an amount that is less than the Sterling Equivalent of Fifteen Million Dollars ($15,000,000);

No reduction of the Facility Limit elected pursuant to this Clause 3.3 shall be subject to the fee provided for in Clause 6.5(b).”

12.The definitions of “Canadian Excess Availability”, “Canadian Facility”, “Canadian Loan Agreement” and “GL Canada” in Clause 1.1 shall be deemed deleted.

13.All references in the Facility Agreement to “Canadian Excess Availability”, “Canadian Facility”, “Canadian Loan Agreement” and “GL Canada” shall be deemed deleted.

14.Clause 15.1(w) shall be deemed deleted and replaced with:

“(w)any default by any Borrower or an “Event of Default” shall occur under the terms of the Loan Agreement or any other agreement, document, note and/or instrument executed or delivered in connection therewith;”

The Effective Date shall be the date which is the later of (i) the date on which we have received a copy of this letter countersigned on behalf of the Company and the Guarantor and (ii) the date on which the amendment and restatement of the Loan Agreement to reflect (amongst other things) the transactions contemplated by this letter becomes effective.

In consideration of our issuing this letter at your request, the Company shall pay to us a fee of $125,000 which is immediately due and payable and, to the extent not already paid, shall be debited by Burdale to the Company’s loan account (as described in Clause 4.6 of the Facility Agreement) on the date on which we receive a copy of this letter countersigned by the Company in the Sterling equivalent of such amount calculated at the Exchange Rate on such date.

Save as set out above, nothing in this letter shall be deemed to be an amendment to the terms of any Finance Document or a waiver or consent by Burdale to any breach or potential breach (present or future) of any provision of the Finance Documents or any waiver of a Default or Event of Default (howsoever described).

This letter is a Finance Document and shall be governed by English law.

Yours faithfully

[ILLEGIBLE]

For and on behalf of

BURDALE FINANCIAL LIMITED

Accepted and agreed:

GEOLOGISTICS LIMITED
By:	/s/ G. Papageorghiou

We hereby agree (with such agreement taking effect as a deed) that the guarantee and indemnity given by us remain in full force and effect and extend to guarantee the obligations of the Company to you under the Finance Documents notwithstanding the amendments to the Facility Agreement contained in this letter.

Executed as a deed by
GEOLOGISTICS CORPORATION
By:	/s/ R Jackson
Name:		R Jackson
Title:		VP & General Counsel

EX-4.27

Exhibit 4.27

BY POST AND FACSIMILE
	2003

GeoLogistics Limited

Royal Court

81 Tweedy Road

Bromley

Kent

BR1 1TW

Facsimile no:	020B 626 6855
Attention:	George Papageorgehiou

For itself and on behalf of each of the other Obligors
(as defined in the Facility Agreement (as defined below))

Dear Sirs

We refer to:

(a)the facility agreement dated 31 March 2000 between you and ourselves (as supplemented and amended from time to time, the Facility Agreement); and

(b)the second amendment to the amended and restated loan and security agreement and waiver dated the same date as this letter entered into by Congress Financial Corporation (Western), Matrix International Logistics, Inc., GeoLogistics Americas Inc., Air Freight Consolidators International, Inc. and GeoLogistics Expo Services, LLC (the US Amendment).

Terms defined in the Facility Agreement have the same meaning when used in this letter.

Pursuant to Clause 15.2(a) of the Facility Agreement we declare that the Known Existing Defaults (as defined in the US Amendment) are Events of Default under Clauses 15.1(w) and 15.1(y) of the Facility Agreement (the Relevant Events of Default).

We write to confirm the agreement reached between us that, on and from the Effective Date (as defined below) and subject to the terms of this letter and to the terms of the US Amendment, we waive the Relevant Events of Default.

We also write to confirm the agreement reached between us that, on and from the Effective Date (as defined below), the Facility Agreement shall be deemed amended by deleting the words “the third anniversary of today’s date” in the definition of “Final Repayment Date” in Clause 1.1 of the Facility Agreement shall be and replacing them with “31 January 2005”.

In consideration of us issuing this letter at the request of the Obligors, each of the Obligors by countersigning a copy of this letter absolutely and irrevocably waives any and all claims, demands and causes or action (whether or not matured or liquidated and whether or not such Obligor is aware that it has any such claim, demand or cause of action) which it may have against Burdale or its directors, officers or agents as at the date of this letter. Such waiver shall take effect whether or not the Effective Date occurs.

53 Queen Anne Street, London WIC 9HP

t.020 7935 1115 f. 020 7486 3513 www.burdale.co.uk

Reg. No.2656007 Incorporated in England and Wales

affiliated to CONGRESS FINANCIAL CORPORATION, A WACHOVIA company

The Effective Date shall be the date on which we have received;

(A)a copy of this letter duly countersigned by you and the other Obligors; and

(B)a fee of $102,273 in consideration of our issuing this letter at your request.

Save as set out above, nothing in this letter shall be deemed to be an amendment to the terms of any Finance Document or a waiver or consent by Burdale to any breach or potential breach (present or future) of any provision of the Finance Documents or any waiver of a Default or Event of Default (howsoever described).

This letter is a Finance Document and shall be governed by English law.

Yours faithfully

/s/ [ILLEGIBLE]

For and on behalf of

BURDALE FINANCIAL LIMITED

Accepted and agreed:

The Company

GEOLOGISTICS LIMITED
By:	G. Papageorghiou
	/s/ G. Papageorghiou

The Obligors

GEOLOGISTICS LIMITED
By:	G. Papageorghiou
	/s/ G. Papageorghiou
ACI INC. LIMITED
By:	G. Papageorghiou
	/s/ G. Papageorghiou
LEP TRANSPORT LIMITED
By:	G. Papageorghiou
	/s/ G. Papageorghiou
GEOLOGISTICS EXPO SERVICES LIMITED
By:	G. Papageorghiou
	/s/ G. Papageorghiou

EX-4.28

Exhibit 4.28

DATED 31 MARCH 2000

GEOLOGISTICS LIMITED
and others as Chargors

and

BURDALE FINANCIAL LIMITED

GUARANTEE AND DEBENTURE

INDEX

Clause
1.	INTERPRETATION
2.	FIXED SECURITY
3.	FLOATING CHARGE
4.	REPRESENTATIONS AND WARRANTIES
5.	UNDERTAKINGS AND GUARANTEE
6.	DEFAULT
7.	WHEN SECURITY BECOMES ENFORCEABLE
8.	ENFORCEMENT OF SECURITY
9.	RECEIVER
10.	POWERS OF RECEIVER
11.	APPLICATION OF PROCEEDS
12.	EXPENSES AND INDEMNITY
13.	DELEGATION
14.	FURTHER ASSURANCES
15.	POWER OF ATTORNEY
16.	MISCELLANEOUS
17.	RELEASE
18.	NOTICES
19.	GOVERNING LAW

Schedules
1.	The Chargors
2.	The Mortgaged Property
3.	Forms of Notice to Banks and Acknowledgement
4.	Group Shares
5.	Credit Insurance Policies
6.	Form of Notice to Insurers and Acknowledgement
7.	Form of Notice to be affixed to invoices and sent to Account Debtors
8.	Guarantee and Indemnity
9.	Other Accounts
Signatories

THIS DEED OF GUARANTEE AND DEBENTURE is dated 31 MARCH 2000

BETWEEN:

(1)GEOLOGISTICS LIMITED (Registered in England and Wales No. 00112456) (the “Company”);

(2)THE COMPANIES (if any) identified in Schedule 1 (together with the Company each a “Chargor” and together the “Chargors”); and

(3)BURDALE FINANCIAL LIMITED (Registered in England and Wales No. 2656007) (“Burdale”).

BACKGROUND:

(A)The Chargors enter into this Deed to secure the repayment and satisfaction of the Secured Liabilities.

(B)The Chargors and Burdale intend that this document take effect as a deed notwithstanding that it may be executed under hand.

IT IS AGREED:

1.INTERPRETATION

1.1Definitions

In this Deed:

“Account Banks” is defined in the Facility Agreement.

“Amounts” means the aggregate of the Blocked Amounts and the Other Amounts.

“Assignable Receivables” means all Receivables which are not Unassignable Receivables or Purchased Receivables.

“Blocked Accounts” is defined in the Facility Agreement.

“Blocked Amounts” means all sums from time to time standing to the credit of the Blocked Accounts, all interest on such sums and all other amounts of whatever nature deriving directly or indirectly from such sums, whether or not credited to the Blocked Accounts.

“Book Debts” means:

(a)all book and other debts in existence from time to time (including, without limitation, any sums whatsoever owed by banks or similar institutions) both present and future, due, owing to or which may become due, owing to or purchased or otherwise acquired by any Chargor; and

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(b)the benefit of all rights whatsoever relating to the debts referred to above including, without limitation, any related agreements, documents, rights and remedies (including, without limitation, negotiable or non-negotiable instruments, guarantees, indemnities, legal and equitable charges, reservation of proprietary rights, rights of tracing, unpaid vendor’s liens and all similar connected or related rights and assets).

“Charged Accounts” means the Blocked Accounts and the Other Accounts.

“Equipment” means all present and future plant, equipment, machinery, computers and computer hardware and software’(whether owned or licensed), vehicles, tools, furniture and fixtures and all attachments, accessories owned by any Chargor and property (other than Fixtures) now or in future relating to it or used in connection with it and replacements and substitutions for it wherever located.

“Event of Default” is defined in the Facility Agreement.

“Facility Agreement” means the facility agreement dated on or about today’s date between Burdale and the Company.

“Fixtures” means all fixtures and fittings (including those of trade) and fixed plant and machinery on the Mortgaged Property.

“Group Shares” means all shares specified in Schedule 4 or, when used in relation to a particular Chargor, such of those shares as are specified against its name in Schedule 4, together in each case with all other stocks, shares, debentures, bonds, warrants, coupons or other securities and investments now or in the future owned by any or (when used in relation to a particular Chargor) that Chargor from time to time;

“Insurances” means all contracts and policies of insurance taken out by or for a Chargor or in which any Chargor has an interest (to the extent of that interest) including, without limitation, the credit insurance policies specified in Schedule 5.

“Intellectual Property” means all subsisting patents and subsisting rights of a similar nature held in any part of the world, applications for patents and such rights, divisions and continuations of such applications for patents, registered and unregistered trade marks, registered and unregistered service marks, registered designs, utility models (in each case for their full period and all extensions and renewals of them), applications for any of them and the right to apply for any of them in any part of the world, inventions, confidential information. Know-how, business names, trade names, brand names, copyright and rights in the nature of copyright, design rights and get-up and any similar rights existing in any country; and the benefit (subject to the burden) of any and all agreements, arrangements and licences in connection with any of the foregoing.

“Know-how” means all the body of knowledge, technical experience, expertise and skills, technical processes, secret processes, formulae and technical information held by any Chargor and relating to its business, which is not in the public domain.

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“Mortgaged Property” means any freehold or leasehold property (including the Premises) the subject of the security created by this Deed.

“Obligors” is defined in the Facility Agreement.

“Other Accounts” means the bank accounts of the Chargors specified in Schedule 9 and/or such other bank accounts of the Chargors with Account Banks as Burdale may permit.

“Other Amounts” means all sums from time to time standing to the credit of the Other Accounts, or withdrawn from the Blocked Accounts for payment into (but not yet credited to) any of the Other Accounts, all interest on such sums and all other amounts of whatsoever nature deriving directly or indirectly from such sums, whether or not credited to the Other Accounts.

“Permitted Encumbrance” means any encumbrance which any Chargor is permitted to create or maintain under the terms of the Facility Agreement.

“Planning Acts” means the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning (Consequential Provisions) Act 1990 and the Planning and Compensation Act 1991 and all other legislation regulating the use and development of land.

“Premises” means any building or other edifice on the Mortgaged Property or other Security Asset.

“Purchased Receivables” is defined in the Facility Agreement.

“Receivable” is defined in the Facility Agreement.

“Receiver” means a receiver and manager or (if Burdale so specifies in the relevant appointment) a receiver, in either case, appointed under this Deed or pursuant to any statute.

“Related Rights” means, in relation to the Group Shares, all dividends and other distributions paid or payable after today’s date on all or any of the Group Shares and all stocks, shares, securities (and the dividends or interest on them), rights, money or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of any of the Group Shares or in substitution or exchange for any of the Group Shares.

“Secured Liabilities” means all present and future obligations and liabilities, whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever, of each Chargor to Burdale except for any obligation which, if it were so included, would result in a contravention of section 151 of the Companies Act 1985.

“Security Assets” means all assets of the Chargors the subject of any security created by this Deed (and includes the Mortgaged Property).

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“Security Period” means the period beginning on the date of this Deed and ending on the date on which Burdale is satisfied that the Secured Liabilities have been irrevocably and unconditionally satisfied in full. If Burdale considers that any amount paid by any Chargor and/or in connection with the satisfaction of the Secured Liabilities is capable of being avoided or otherwise set aside on the liquidation or administration of such Chargor or otherwise, then that amount shall not be considered to have been irrevocably paid for the purpose of this Deed.

“Security Shares” means the Group Shares and the Related Rights and, in the case of each Chargor, means such of the Group Shares as are held by it at the relevant time, together with all Related Rights in respect of such Group Shares.

“Unassignable Receivables” means any Receivables which are or become unassignable or assignable only with the prior consent of the relevant Account Debtor (where such consent has not been obtained) and which are not Purchased Receivables.

1.2Construction

(a)Any reference in this Deed to any assets or accounts includes present and future assets or accounts and any substitutes of such assets or accounts, unless the context requires otherwise.

(b)Any reference in this Deed, express or implied, to any enactment includes references to any amendment, re-enactment, and/or legislation subordinate to that enactment and/or any permission of whatever kind given under that enactment.

(c)The headings in this Deed do not affect its interpretation.

(d)Any reference in this Deed to a charge or mortgage of any freehold or leasehold property includes all Premises and Fixtures on that property, the proceeds of sale of any part of that property, and the benefit of any covenants for title (or any moneys paid or payable in respect of them) given or entered into by any predecessor in title in respect of that property.

(e)Any obligation in this Deed to commit or not to commit any act or thing shall be deemed to include a like obligation to procure or not to permit any such act or thing.

(f)Any reference in this Deed to, and the definition of, any document (including this Deed) is a reference to such document as it may be amended, supplemented, modified and replaced (in whole or in part), but disregarding any such change taking place otherwise than in accordance with this Deed.

(g)Any reference in this Deed to any party or person includes any person deriving title from it or any successor, transferee or assignee.

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(h)Any reference in this Deed to a “person” includes any individual, company, corporation, partnership, firm, joint venture, association, organisation, trust, state or state agency (in each case, whether or not having a separate legal personality).

(i)Save where the context requires otherwise, words in this Deed in the singular shall include the plural and vice versa.

(j)A reference in this Deed to Clauses and Schedules are a reference to the clauses of and schedules to this Deed.

(k)Capitalised terms defined in the Facility Agreement have the same meaning when used in this Deed unless the context requires otherwise.

(l)In the event of any conflict between the provisions of this Deed and the provisions of the Facility Agreement the provisions of this Deed shall prevail.

2.FIXED SECURITY

2.1Creation

Each Chargor, as security for the payment and performance of the Secured Liabilities and in the manner specified in Clause 2.3 of this Deed:

(a)charges in favour of Burdale by way of a first legal mortgage all the property (if any) now belonging to it and specified in Schedule 2 and all other interests in any freehold or leasehold property now or in the future belonging to it; and

(b)charges in favour of Burdale by way of a first fixed charge:

(i)(to the extent that they are not within paragraph 2.1(a)) all interests in any freehold or leasehold property now or in the future belonging to it;

(ii)all of its rights and benefit under any agreement relating to the acquisition of the Mortgaged Property by it or for it and the benefit of all agreements, contracts, deeds, undertakings, guarantees, warranties and other documents now or hereafter in existence in relation to the Mortgaged Property;

(iii)all Equipment and its interest in any such Equipment in its possession now or in the future and in all Fixtures;

(iv)all of its benefits, claims and returns of premiums in respect of the Insurances;

(v)all moneys standing to the credit of any account (including the Charged Accounts and notwithstanding that the existence of such an account may be in breach of this Deed) with any person and the debts represented by them including, without limitation, the Blocked Amounts and the Other Amounts;

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(vi)its goodwill and its uncalled capital;

(vii)its Book Debts, both uncollected and collected, the proceeds of the same and all moneys otherwise due and owing to such Chargor;

(viii)the benefit of all rights, securities and guarantees of whatsoever nature enjoyed or held by it in relation to anything in sub-paragraph 2. l(b)(vii);

(ix)its rights under any hedging arrangements;

(x)any of its beneficial interest, claim or entitlement in any pension fund;

(xi)the benefit of all permissions of whatsoever nature and whether statutory or otherwise, held in connection with its business or the use of any Security Asset and the right to recover and receive all compensation which may be payable to it;

(xii)its Intellectual Property;

(xiii)all of its rights, title and interest and benefit in the Unassignable Receivables;

(c)mortgages and charges and agrees to mortgage and charge to Burdale all Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage; and

(d)mortgages and charges and agrees to mortgage and charge to Burdale all the Related Rights accruing to all or any of the Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage or charge.

PROVIDED THAT:

(i)whilst no Event of Default exists, all dividends and other distributions paid or payable as referred to in paragraph (d) above may be paid directly to the relevant Chargor; and

(ii)subject to Clause 5.4(c) whilst no Event of Default exists, all voting rights attaching to the relevant Group Shares may be exercised by the relevant Chargor.

2.2Assignments

Each Chargor, in the manner specified in Clause 2.3 of this Deed, assigns to Burdale by way of security for the payment and performance of the Secured Liabilities all of its right, title and interest (if any) in and to:

(a)all rental income and any guarantee of any rental income contained in or relating to any lease or other occupational arrangements affecting the Mortgaged Property;

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(b)the Insurances;

(c)the Assignable Receivables.

2.3Title Guarantee

(a)Every disposition effected by this Deed is made with full title guarantee.

(b)The other terms of this Deed do not limit or extend any of the covenants implied by virtue of Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 but create separate and independent obligations having effect cumulatively with those implied covenants.

3.FLOATING CHARGE

3.1Creation

Each Chargor as security for the payment of the Secured Liabilities and in the manner specified in Clause 2.3 of this Deed charges in favour of Burdale by way of a floating charge all its assets not otherwise effectively mortgaged or charged by way of fixed mortgage or charge by Clause 2.

3.2Conversion by notice

Burdale may by notice to any Chargor convert the floating charge created by this Deed into a fixed charge in relation to all or any of such Chargor’s assets specified in the notice if:

(a)Burdale has reasonable grounds for considering those assets to be in jeopardy, by legal process or otherwise; or

(b)an Event of Default has occurred; or

(c)Burdale becomes aware or has reason to believe that steps have been taken which would, in the reasonable opinion of Burdale, be likely to lead to the presentation of a petition to appoint an administrator in relation to such Chargor (or such an administrator has been appointed) or to wind up such Chargor (or that such a petition has been presented).

3.3No waiver

The giving by Burdale of a notice pursuant to Clause 3.2 in relation to any class of any Chargor’s assets, rights and property shall not be construed as a waiver or abandonment of Burdale’s rights to give other similar notices in respect of any other class of assets.

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4.REPRESENTATIONS AND WARRANTIES

4.1Making of representations

Each Chargor makes the representations and warranties set out in this Clause 4 to Burdale and the Company repeats the representations and warranties in Clause 13 of the Facility Agreement (the “Facility Agreement Representations”). The representations and warranties so set out are made on the date of this Deed and are deemed to be repeated by the Chargors on the date on which the Facility Agreement Representations are repeated throughout the Security Period with reference to the facts and circumstances then existing.

4.2Capacity

Each Chargor has the capacity, power and authority to enter into this Deed and the obligations assumed by it are its legal, valid, binding and enforceable obligations.

4.3Mortgaged Property

(a)The Chargor named as owner in respect of any Mortgaged Property is the legal and beneficial owner of such Mortgaged Property.

(b)Other than as notified in writing to Burdale, the Mortgaged Property is free from any agreement for lease, lease, licence, tenancy, overriding lease or other occupational arrangement or overriding interest.

(c)The Premises are in good and substantial repair.

(d)There subsists no breach of any law or regulation which could affect materially the value of the Mortgaged Property.

(e)There are no covenants, agreements, stipulations, reservations, conditions, interests, rights or other matters whatsoever which could affect adversely the Mortgaged Property so far as the Chargors are aware.

(f)The Mortgaged Property is free from any financial encumbrance of whatsoever nature other than Permitted Encumbrances.

(g)No Chargor has received any notice of any adverse claim, nor has any acknowledgement been given in respect of the ownership of the Mortgaged Property, or any interest in it.

(h)No facility necessary for the enjoyment and use of the Mortgaged Property may be terminated or curtailed.

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4.4Security

This Deed creates the various forms of security it purports to create and is not liable to be avoided or otherwise set aside on the liquidation or administration of any Chargor, or otherwise.

4.5Security Shares

(a)Each Chargor is and will remain the sole beneficial owner of the Security Shares and, save where the Security Shares have been registered in the name of Burdale or its nominee pursuant to this Deed and/or its nominee, is and will remain the absolute legal owner of the Security Shares.

(b)No Chargor will take any action whereby the rights attaching to the Security Shares are altered or diluted.

(c)The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.

4.6Receivables, Amounts and Insurances

(a)Each Chargor is absolutely, solely and beneficially entitled to its rights, interest and benefit under the Receivables, the Amounts and the Insurances as from the date they or any part of them falls to be charged or assigned under this Deed and its rights in respect of the Receivables, the Amounts and the Insurances are free from any Encumbrance of any kind save for any Permitted Encumbrances.

(b)In relation to each Receivable and Insurance which is either stated to be expressly assignable under the contractual terms governing it or in relation to which such terms are silent regarding its assignability (i) it is, upon the date it or any part of it falls to be assigned under this Deed, freely assignable (ii) no consents are required in order to perfect the assignment constituted by Clause 2.2 of this Deed over such Receivable and such Insurance (respectively) and (iii) the Chargors know of no reason why such Receivable or Insurance should not be assignable on such date.

(c)Each Chargor has to the best of its knowledge and belief after due and careful enquiry disclosed or provided to Burdale or its agents, legal advisers or representatives all the documentation or other information requested of it relating to Receivables and Insurances, it is not aware, after reasonable enquiry, of any further such documentation or information in its possession and, in relation to the documentation which it has so disclosed, such documentation governs the whole of the value of the Receivables or Insurances to which it relates.

(d)So far as each Chargor is aware (after due and careful enquiry) the creation of a fixed charge over Receivables in accordance with Clause 2.1(b) will not breach the contractual terms upon which such Receivables are based.

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(e)No Chargor has sold or agreed to sell or otherwise disposed of or agreed to dispose of, the benefit of all or any of its rights, title, interest and benefit in the Receivables (other than pursuant to the Facility Agreement), the Amounts or the Insurances.

(f)Each of the Receivables and Insurances is in full force and legal effect, valid and binding on both parties thereto, with no default having occurred thereunder or claim threatened, pending or subsisting in respect thereof, and all premiums have been fully and timeously paid in respect of the Insurances.

5.UNDERTAKINGS AND GUARANTEE

5.1Duration

The undertakings in this Clause 5 shall remain in force throughout the Security Period and are given by each Chargor to Burdale.

5.2General

(a)Facility Agreement: The Company repeats the undertakings set out in Clause 14 of the Facility Agreement as if they were set out in full in this Deed.

(b)Book debts find receipts: Each Chargor shall collect and realise the following and, save to the extent that Burdale otherwise agrees, pay the proceeds thus realised into the Blocked Accounts (in the case of the Company) or an Other Account (in the case of any other Chargor):

(i)rent and other moneys due from tenants or other occupiers of the Mortgaged Property;

(ii)Book Debts and other moneys; and

(iii)securities to the extent held by way of temporary investment,

and, pending such payment into the Blocked Accounts or Other Account (as the case may be), hold the proceeds thus realised upon trust for Burdale.

(c)Covenant to perform: Each Chargor shall continuously comply with the terms (both express and implied) of this Deed and any contracts relating to the Secured Liabilities.

(d)Notice to insurers: Each Chargor shall, today, give notice to any relevant insurers in respect of each policy of credit insurance to which such Chargor is party that the Chargor has assigned those rights by way of security to Burdale in substantially the form set out in Schedule 6 and shall use its reasonable endeavours to procure that the relevant insurer acknowledges receipt of such notice in substantially the form set out in Schedule 6 or such other form acceptable to Burdale in its absolute discretion.

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(e)Restrictions on dealings: No Chargor shall:

(i)create or permit to subsist any Encumbrance of whatsoever nature on any Security Asset other than a Permitted Encumbrance or as created by this Deed, or

(it)sell, transfer, grant, lease or otherwise dispose of any Security Asset, except for the disposal in the ordinary course of trade of any Security Asset subject to the floating charge created by Clause 3.1 and except as provided for under the Facility Agreement.

(f)Provide information: Each Chargor shall furnish to Burdale forthwith on demand by Burdale such information and supply such documents or papers relating to the Security Assets from time to time as Burdale may in its discretion reasonably require.

(g)Debenture by Subsidiary: The Company shall procure that any company incorporated in the United Kingdom which may be or become a Subsidiary of the Company at any time during the subsistence of this Deed shall provide in favour of Burdale such security in such form as Burdale may in its discretion require but on terms no more onerous than the terms of this Deed.

(h)Shares of Subsidiary: No Chargor shall permit any Subsidiary of the Company to issue any shares except to the Company or to one of its other wholly owned Subsidiaries.

(i)Dormant Subsidiaries: If LEP (Bloodstock) Limited (Registered in England and Wales No.00654404). LEP Project Services Limited (Registered in England and Wales No.01136199) and Horse UK Limited (Registered in England and Wales No.02156451) (the “Dormant Subsidiaries”) are not dissolved and removed from the register in accordance with S.652(1) of the Companies Act 1985 prior to 1 July 2000 then the Company shall procure in favour of Burdale such security from the Dormant Subsidiaries in such form as Burdale may in its discretion require but on terms no more onerous than the terms of this Deed.

5.3Property

(a)Access: At all reasonable times, each Chargor shall permit Burdale and any person nominated by it to enter and inspect any part of the Mortgaged Property or other Security Asset.

(b)Compliance with applicable laws: Each Chargor shall perform all its obligations under any law or regulation in any way affecting any Security Asset.

(c)Deposit of Title Deeds: Subject to the terms of the Deed of Priorities, for the duration of the Security Period each Chargor shall deposit with Burdale all deeds and documents of title relating to the Mortgaged Property owned by it and any property comprised within Clause 5.3(e).

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(d)Development: No Chargor shall:

(i)make any application for planning permission affecting any part of the Mortgaged Property or other Security Asset except with the previous written consent of Burdale, or

(ii)carry out any development on any part of the Mortgaged Property or other Security Asset except with the previous written consent of Burdale (for the purposes of this sub-clause development shall be defined as in the Planning Acts as that for which the permission of the local planning authority is required).

(e)Future Acquisitions and Legal Mortgage: Each Chargor shall:

(i)notify Burdale immediately upon the acquisition by it of any freehold or leasehold or other interest in property (and for the purposes of this Clause 5.3(e) the date of exchange of contracts for such an acquisition shall be deemed the date of acquisition):

(ii)at its cost, execute and deliver to Burdale, on demand, a legal mortgage (on terms no more onerous than the terms of this Deed) in favour of Burdale of any freehold or leasehold or other interest in property which becomes vested in it after the date of this Deed; and

(iii)in any event, if applicable, give H.M. Land Registry written notice of this Deed and procure that notice of it be duly noted in the Registers to each such title.

(f)Insurance: Each Chargor shall effect, in a form and with an insurance company or underwriters acceptable to Burdale insurance of the Security Assets in accordance with the terms of the Facility Agreement.

(g)Investigation of Title: Upon request, each Chargor shall grant Burdale or its lawyers all facilities within its powers to enable Burdale or its lawyers to carry out such investigations of title to and enquiries into the Mortgaged Property or other Security Asset as may be carried out by a prudent mortgagee.

(h)Lease and covenant compliance: Each Chargor shall;

(i)perform all the terms on its pan contained in any lease or agreement for lease comprising the Mortgaged Property or to which the Mortgaged Property is subject;

(ii)not do anything as a result of which any lease or agreement for lease comprising Mortgaged Property or to which the Mortgaged Property is subject may become forfeit or otherwise determinable;

(iii)properly perform (and indemnify Burdale for any breach of) any covenants and stipulation of whatsoever nature affecting the Mortgaged Property.

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(i)Notices: Within 10 days after the receipt by a Chargor of any application, requirement, order or notice served or given by any public, local or other authority relating to any Security Asset, such Chargor shall;

(i)deliver a copy to Burdale; and

(ii)inform Burdale of the steps taken or proposed to be taken by way of compliance.

(j)Power to Remedy: In case of default by any Chargor in performing any obligation or other covenant affecting the Mortgaged Property or other Security Asset, each Chargor shall permit Burdale or its agents and contractors:

(i)to enter on the Mortgaged Property or other Security Asset;

(ii)to comply with or object to any notice served on any Chargor relating to the Mortgaged Property or other Security Asset; and

(iii)to take any action Burdale may reasonably consider expedient to prevent or remedy any breach of any such term or to comply with or object to any such notice.

(k)Repair: Each Chargor shall, and shall procure that each other Chargor shall, keep:

(i)the Premises in good and substantial repair and condition and decorative order, and

(ii)the Fixtures and other plant, machinery, implements and other effects belonging to it in a good state of repair, working order and condition.

Without prejudice to Clause 5.3(k), if the Chargor fails to repair any damage, within 6 months of its occurrence, to the satisfaction of Burdale, Burdale may, but shall not be obliged and without liability, take any of the steps referred to in Clause 5.3(j).

(l)Rental Income: Each Chargor shall, at the request of Burdale at any time following the occurrence of an Event of Default and whilst the same is continuing, serve notice of the assignment in Clause 2.2(a) upon the relevant lessees or occupants of the Mortgaged Property in such form as Burdale (acting reasonably) may require.

5.4Deposit of securities and registration

(a)Each Chargor shall forthwith deposit with Burdale or as Burdale may direct all bearer instruments, share certificates and other documents of title or evidence of ownership in relation to such Group Shares asare owned by it or in which it has or acquires an interest and their Related Rights and shall execute and deliver to Burdale all such share transfers and other documents as may be requested by

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Burdale in order to enable Burdale or its nominees to be registered as the owner or otherwise to obtain a legal title to the same (at any time after the occurrence of an Event of Default and whilst the same is continuing) and, without limiting the generality of the foregoing, shall deliver to Burdale on today’s date executed (and; if required to be stamped, pre-stamped) share transfers for all Group Shares in favour of Burdale and/or its nominee(s) as transferees or, if Burdale so directs, with the transferee left blank and shall procure that all such share transfers are at the request of Burdale (at any time after the occurrence of an Event of Default and whilst the same is continuing) forthwith registered by the relevant company and that share certificates in the name of Burdale and/or such nominee(s) in respect of all Group Shares are forthwith delivered to Burdale.

(b)Each Chargor shall provide Burdale with certified copies of all resolutions and authorisations approving the execution of such transfer forms and registration of such transfers as Burdale may reasonably require.

(c)Burdale and its nominee may at any time after an Event of Default has occurred and is continuing or in any other instance where Burdale is of the reasonable opinion that it is necessary for the avoidance of an Event of Default or necessary for the protection of its material interests exercise or refrain from exercising (in the name of each Chargor, the registered holder or otherwise and without any further consent or authority from each Chargor and irrespective of any direction given by any Chargor) in respect of the Security Shares any voting rights and any powers or rights under the terms of the Security Shares or otherwise which may be exercised by the person or persons in whose name or names the Security Shares are registered or who is the holder thereof, including, without limitation, all the powers given to trustees by Section 10(3) and (4) of the Trustee Act 1925 as amended by Section 9 of the Trustee Investments Act 1961 in respect of securities or property subject to a trust PROVIDED THAT in the absence of notice from Burdale each Chargor may and shall continue to exercise any and all voting rights with respect to the Group Shares subject always to the terms of this Deed. No Chargor shall without the previous consent in writing of Burdale exercise the voting rights attached to any of the Group Shares in favour of resolutions having the effect of changing the terms of the Group Shares (or any class of them) or any Related Rights or prejudicing the security under this Deed or impairing the value of the Security Shares.  Each Chargor hereby irrevocably appoints Burdale or its nominees its proxy to exercise (as provided in or permitted by this Deed) all voting rights so long as the Group Shares remain registered in the names of the Chargors.

(d)Each Chargor during the continuance of this security will make all payments which may become due in respect of any of the Security Shares and, in the event of default in making any such payment, Burdale may if it thinks fit make such payment on behalf of each Chargor. Any sums so paid by Burdale shall be repayable by the relevant Chargor to Burdale on demand and pending such repayment shall constitute part of the Secured Liabilities.

(e)It is expressly agreed that, notwithstanding anything to the contrary contained in this Deed, each Chargor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Security Shares and

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Burdale shall not be under any obligation or liability by reason of or arising out of the security over the Security Shares conferred by this Deed. Burdale shall not be required in any manner to perform or fulfil any obligation of any Chargor in respect of the Security Shares, or to make any payment, or to receive any enquiry as to the nature or sufficiency of any payment received by them, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which they may have been or to which they may be entitled under this Deed at any time or times.

(f)Upon the occurrence of an Event of Default and at any time thereafter while the same is continuing Burdale shall be entitled to put into force and exercise immediately as and when it may see fit any and every power possessed by Burdale by virtue of the security over the Security Shares conferred by this Deed or available to a secured creditor (so that Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this security) and in particular (without limitation):

(i)to sell all or any of the Security Shares in any manner permitted by law upon such terms as Burdale shall in its absolute discretion determine;

(ii)to collect, recover or compromise and give a good discharge for any moneys payable to any Chargor in respect of the Security Shares or in connection therewith; and

(iii)to act generally in relation to the Security Shares in such manner as Burdale acting reasonably shall determine.

For the avoidance of doubt, each Chargor agrees that the enforceability of the security over the Security Shares conferred by this Deed is not dependent on the performance or non-performance by Burdale of its obligations under any agreement with any Chargor.

(g)Immediately on conversion of any of the Group Shares from certificated to uncertificated form, and on the creation or conversion of any other securities which are for the time being comprised in the Security Shares in or into uncertificated form, each Chargor shall give such instructions or directions as Burdale may require in order to protect or preserve its security.

(h)Each Chargor shall, immediately upon receipt of any certificate or other document evidencing any entitlement to further Security Shares, deposit it with Burdale together with such share transfer forms in blank and other documents as Burdale may require.

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5.5Opening of Accounts and Collection of Receivables

(a)Forthwith upon the execution of this Deed, the Company shall open the Blocked Accounts, and the Chargors shall maintain the Other Accounts and execute all deeds and documents and do all other acts and things required by Burdale in connection with them and the Chargors shall maintain such accounts throughout the maintenance of this security.

(b)Forthwith upon the execution of this Deed, the Company shall serve notice upon the Account Bank at which the Blocked Accounts are opened (in respect of the Blocked Accounts) in substantially the form set out in Part I of Schedule 3 and the Chargors shall serve notice upon each Account Bank at which any Other Account is held (in respect of such Other Account(s)) in substantially the form set out in Part II of Schedule 3, and shall use all reasonable endeavours to procure the relevant Account Bank returns the acknowledgement in substantially the form set out in the relevant Part of Schedule 3 or such other form acceptable to Burdale in its absolute discretion.

(c)Until the security constituted by this Deed is discharged, each Chargor shall:

(i)get in and realise all Receivables in the ordinary course of its business save that the expression “in the ordinary course of its business” shall not include or extend to the selling or assigning or in any other way factoring or discounting any Receivable save as permitted in this Deed;

(ii)forthwith upon the date of this Deed, pay the proceeds or procure the paying of proceeds of such getting in and realisation directly into the Blocked Accounts (in the case of the Company) or an Other Account (in the case of the other Chargors); and

(iii)maintain no other bank accounts save for the Charged Accounts.

5.6Operation of Blocked Accounts

(a)Until the security constituted by this Deed is discharged, the Company shall not be entitled to withdraw the whole or any part of the Blocked Amounts and shall not, subject to paragraph (b) below, take any action, claim or proceedings against Burdale or any other party for the return or payment to any person of the whole or any part of the Blocked Amounts.

(b)The Company agrees that until the security constituted by this Deed is discharged, Burdale shall be able to withdraw on a daily basis all deposits made into the Blocked Accounts provided that the amount so withdrawn is credited to Burdale’s loan account and applied towards the Secured Liabilities and the Company shall direct the Blocked Bank to transfer the cleared balance of the Blocked Accounts to such account as Burdale shall specify for the purpose from time to time at the end of each Business Day.

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(c)Upon the occurrence, and during the continuance of an Event of Default, Burdale shall have the exclusive right to apply and determine the application of any and all of the Blocked Amounts in or towards satisfaction of the Secured Liabilities, whether by transfer into the Burdale’s loan account or otherwise.

5.7Operation of Other Accounts

Other than on the occurrence, and during the continuance of a Default the Chargors shall be entitled to operate the Other Accounts and shall be entitled to withdraw the whole or any part of the Other Amounts PROVIDED THAT:

(a)the Other Accounts each retain a credit or zero balance at all times;

(b)the Chargors shall not and shall procure that no other person shall deposit or transfer any monies into the Other Accounts other than those transferred from the Blocked Accounts or any Other Account; and

(c)the Chargors shall not at any time transfer the whole or any part of the Other Amounts to any other bank account other than to another Charged Account or to the extent permitted under the Facility Agreement.

5.8Receivables

(a)Each Chargor shall, upon a Default which is continuing, in respect of Assignable Receivables then in existence serve notice of the assignment contained in Clause 2.2 upon the relevant Account Debtor by written notice in substantially the form set out in Part I of Schedule 7 and, in respect of Assignable Accounts Receivable created after a Default, serve notice of the assignment contained in this Clause by a notice, in the form set out in Part I of Schedule 7 on the invoice itself forthwith upon the creation of such Receivable.

(b)With respect to any Unassignable Receivables coming into existence after the date of this Deed, each Chargor shall, upon a Default which is continuing, in respect of Unassignable Receivables then in existence serve notice of the charge contained in Clause 2.1(b) upon the relevant Account Debtor in substantially the form set out in Part I of Schedule 7 and, in respect of Unassignable Receivables created after such a Default shall serve notice of the charge contained in Clause 2.1(b) upon the relevant Account Debtor forthwith upon the creation of such Receivable by notice in substantially the form Part I of Schedule 7 on the invoice itself.

(c)Each Chargor covenants to Burdale that it will use its best endeavours to obtain the necessary consents from the Account Debtors in respect of Unassignable Receivables to the assignment contained in Clause 2.2 and where a Default which is continuing has occurred shall forthwith upon obtaining such consents, serve upon the relevant Account Debtors a written notice substantially in the form set out in Part II of Schedule 7.

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(d)Each Chargor covenants to Burdale that it will not serve upon any Account Debtor any notice whose terms conflict with those of the notices in Schedule 7 until the security constituted by this Deed has been released by Burdale.

5.9Receivables, Amounts and Insurances

Each Chargor undertakes to Burdale that:

(a)subject as otherwise provided in this Deed, it shall not take any action claim or proceeding against Burdale or any other party for the return or payment to any person of the Charged Accounts or the Amounts or any part thereof or permit third party rights to arise over any of its rights, title, interest and benefit in the Receivables (other than under the Facility Agreement), the Amounts or the Insurance Policies or any part thereof, or attempt or agree so to do save for Permitted Encumbrances;

(b)it shall not withdraw the whole or any part of the Amounts, or deal in any other way with the Receivables, the Amounts or the Insurances except as provided in this Deed;

(c)subject as otherwise provided in this Deed it shall not sell, release, exchange, compound, set-off, assign, transfer, discount, charge or otherwise dispose of or agree to sell, release, exchange, compound, set-off, assign, transfer, discount, charge or otherwise dispose of or deal with any of its rights, title, benefit and interest whether present or future in Receivables, the Amounts or the Insurances nor do or omit to do anything which may delay or prejudice the right of Burdale to utilise, withdraw, transfer or set-off the Receivables, the Amounts or the Insurances in accordance with the provisions of this Deed without prejudice to the foregoing, shall not without the prior written consent of Burdale, settle or give credit against any Receivable or any Insurance and shall deliver to Burdale on a weekly basis until the Secured Liabilities have been irrevocably discharged in full, a schedule of all settlements and credit proposed to be given by it, which Schedule shall set out the amount of the invoice, the proposed amount of the settlement and/or credit and the name of the debtor; and

(d)it shall do all such things and execute all such assignments charges authorities and documents as Burdale may from time to time reasonably require to enable Burdale to utilise, withdraw, transfer or set-off the Receivables, the Amounts and the Insurances in accordance with the terms of this Deed, such documents to be prepared by or on behalf of Burdale at the cost of the Company in such form as Burdale may reasonably require.

5.10Guarantee and Indemnity

Each Chargor guarantees on the terms set out in Schedule 8 the obligations of the Obligors under the Finance Documents.

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6.DEFAULT

6.1Events of Default

Each of the events set out in Clause 15 of the Facility Agreement is an Event of Default (howsoever caused).

6.2Acceleration

On and at any time after the occurrence of an Event of Default and at any time whilst the relevant Event of Default is continuing Burdale may by notice to the Chargors demand that all or part of the Secured Liabilities, together with accrued interest and all other amounts accrued be immediately due and payable, and upon the giving of such notice they shall become immediately due and payable.

7.WHEN SECURITY BECOMES ENFORCEABLE

The security constituted by this Deed shall become immediately enforceable and the power of sale and other powers conferred by section 101 of the Law of Property Act 1925, as varied or amended by this Deed, shall be immediately exercisable upon and at any time after the occurrence of any Event of Default which is continuing after which Burdale may in its absolute discretion enforce all or any part of the security in any manner it sees fit.

8.ENFORCEMENT OF SECURITY

8.1General

(a)For the purposes of all powers implied by statute, the Secured Liabilities are deemed to have become due on the date of this Deed.

(b)Section 103 of the Law of Property Act (restricting the power of sale) and section 93 of the Law of Property Act 1925 (restricting the right of consolidation) do not apply to the security constituted by this Deed.

(c)The statutory powers of leasing conferred on Burdale are extended so that, without the need to comply with any provision of section 99 or 100 of the Law of Property Act 1925, Burdale is empowered to lease, make agreements for leases, accept surrenders of leases and grant options as Burdale may think fit.

8.2Agent of the Chargors

For all purposes each Receiver is deemed to be the agent of the relevant Chargor and to be in the same position as a Receiver duly appointed by a mortgagee under the Law of Property Act 1925. The relevant Chargor alone shall be responsible for the receiver’s contracts, engagements, commissions, omissions, defaults and losses and for liabilities incurred by him. Burdale shall not incur any liability of whatsoever nature (either to the Chargors or to any other person) by reason of Burdale making his appointment as a Receiver or for any other reason.

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8.3Contingencies

If Burdale enforces the security constituted by this Deed at a time when no amounts are due to Burdale under the Finance Documents but at a time when amounts may or will become so due. Burdale (or the Receiver) may pay the proceeds of any recoveries effected by it into the Blocked Accounts (in the case of the Company) or an Other Account (in the case of any other Chargor).

8.4Mortgagee in Possession - No Liability

Neither Burdale nor any Receiver or Manager will be liable, by reason of entering into possession of a Security Asset, to account as mortgagee in possession or for any loss on realisation or for any default or omission for which a mortgagee in possession might otherwise be liable.

8.5Privileges

Each Receiver and Burdale is entitled to all the rights, powers, privileges and immunities conferred by the Law of Property Act 1925 on mortgagees and receivers when such receivers have been duly appointed under that Act, except that section 103 of that Act does not apply.

8.6Protection of third parties

No person (including a purchaser) dealing with Burdale or a Receiver or its or his agents need enquire:

(a)whether the Secured Liabilities have become payable; or

(b)whether any power purported to be exercised has become exercisable; or

(c)whether any money remains due; or

(d)how any money paid to Burdale or to the Receiver is to be applied.

8.7Redemption of prior Mortgages

At any time after the security constituted by this Deed has become enforceable, Burdale may, at the sole cost of the Chargors (payable to Burdale on demand):

(a)redeem any prior form of security against any Security Asset; and/or

(b)procure the transfer of that form of security to itself; and/or

(c)settle and pass the accounts of any prior mortgagee, chargee or encumbrancer which once so settled and passed shall be conclusive and binding on the Chargors.

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9.RECEIVER

9.1Appointment of Receiver

(a)At any time after the security constituted by this Deed becomes enforceable, or, at any time if so requested by any Chargor in writing, without further notice Burdale may appoint under seal or in writing under its hand any one or more qualified persons to be a Receiver of all or any part of the Security Assets as if Burdale had become entitled under the Law of Property Act 1925 to exercise the power of sale conferred under that Act.

(b)In this Deed “qualified person” means a person who, under the Insolvency Act 1986, is qualified to act as a receiver of the property of any company with respect to which he is appointed or as an administrative receiver of any such company.

9.2Relationship with Burdale

To the fullest extent permitted by law, any right, power or discretion conferred by this Deed (be it express or implied) upon a Receiver of any Security Assets may, after the security created by this Deed has become enforceable, be exercised by Burdale in relation to any Security Asset either:

(a)without first appointing a Receiver; or

(b)notwithstanding the appointment of a Receiver.

9.3Removal

Burdale may by writing under its hand (subject to any requirement for any order of the court in the case of an administrative receiver):

(a)remove any Receiver appointed by it; and

(b)whenever it deems it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

9.4Remuneration

Burdale may fix the remuneration of any Receiver appointed by it.

10.POWERS OF RECEIVER

10.1General

(a)In addition to those conferred by the Law of Property Act 1925 on any receiver appointed under that Act, each Receiver has, and is entitled to exercise, all of the rights, powers and discretions set out below in this Clause 10.

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(b)If there is more than one Receiver holding office at the same time, unless the document appointing him states otherwise, each Receiver may exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receivers.

(c)A Receiver who is an administrative receiver of a Chargor has all the rights, powers and discretions of an administrative receiver under the Insolvency Act 1986.

(d)A Receiver may, in the name of the relevant Chargor if he so wishes:

(i)do all other acts and things which he may consider expedient for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed; and

(ii)exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising as if he were its absolute beneficial owner.

10.2Borrow Money

A Receiver may raise and borrow money (either unsecured or on the security of any Security Asset, either in priority to the security constituted by this Deed or otherwise) on any terms and for whatever purpose which he thinks fit. No person lending that money need enquire as to the propriety or purpose of the exercise of that power or to check the application of any money so raised or borrowed.

10.3Carry on Business

A Receiver may carry on the business of any relevant Chargor as he thinks fit.

10.4Compromise

A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the relevant Chargor or relating in any way to any Security Asset.

10.5Delegation

A Receiver may delegate his powers in accordance with Clause 13.

10.6Employees

For the purposes of this Deed, a Receiver may:

(a)appoint and discharge managers, officers, agents, accountants, servants, workmen and others upon such terms as to remuneration or otherwise as he may think proper; and

(b)discharge any such persons appointed by the relevant Chargor.

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10.7Leases

A Receiver may let any Security Asset for any term and at any rent (with or without a premium) which he thinks proper and may accept a surrender of any lease or tenancy of any Security Asset on any terms which he thinks fit (including the payment of money to a lessee or tenant on a surrender).

10.8Legal actions

A Receiver may bring, prosecute, enforce, defend and abandon all actions, suits and proceedings in relation to any Security Asset as he considers expedient.

10.9Possession

A Receiver may take immediate possession of, get in and collect any Security Asset.

10.10Protection of Assets

A Receiver may, in each case as he may think fit:

(a)make and effect all repairs and insurances and do all other acts which the relevant Chargor might do in the ordinary conduct of its business be they for the protection or for the improvement of the Security Assets;

(b)commence and/or complete any building operations on the Mortgaged Property or other Security Asset; and

(c)apply for and maintain any planning permission, building regulation approval or any other permission, consent or licence.

10.11Receipts

A Receiver may give valid receipts for all moneys and execute all assurances and things which may be expedient for realising any Security Asset.

10.12Sale of assets

A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract in any manner and on any terms which he thinks proper. The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over such period as he thinks fit. Fixtures may be severed and sold separately from the property containing them without the consent of the relevant Chargor.

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10.13Subsidiaries

A Receiver may form a subsidiary of the relevant Chargor and transfer to that subsidiary any Security Asset.

11.APPLICATION OF PROCEEDS

Any moneys received by Burdale or any Receiver after this Deed has become enforceable shall be applied in the following order of priority (but without prejudice to the right of Burdale to recover any shortfall from the Chargors):

(a)in satisfaction of or provision for all costs and expenses incurred by Burdale or any Receiver and of all remuneration due to any Receiver under this Deed;

(b)in or towards payment of the Secured Liabilities or such part of them as is then due and payable to Burdale, and

(c)in payment of the surplus (if any) to any Chargor or other person entitled to it.

12.EXPENSES AND INDEMNITY

Immediately upon demand, each Chargor shall pay all other costs and expenses (including legal fees and VAT) incurred from time to time in connection with the enforcement of or preservation of rights under this Deed by Burdale, or any Receiver, attorney, manager, agent or other person appointed by Burdale under this Deed or by statute, and keep each of them indemnified against any failure or delay in paying the same.

13.DELEGATION

Burdale and any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by Burdale under this Deed. Any such delegation may be made upon the terms (including power to sub-delegate) and subject to any regulations which Burdale or such Receiver (as the case may be) may think fit. Neither Burdale nor any Receiver will be in any way liable or responsible to any Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

14.FURTHER ASSURANCES

Each Chargor shall, at its own expense, take whatever action (including payment of all stamp duties and other registration fees) Burdale or a Receiver may reasonably require for:

(a)perfecting or protecting the security intended to be created by this Deed over any Security Asset; and

(b)facilitating the realisation of any Security Asset or the exercise of any right, power or discretion exercisable, by Burdale or any Receiver or any of its or their delegates or sub-delegates in respect of any Security Asset, including the execution of any

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transfer, conveyance, assignment or assurance of any property whether to Burdale or to its nominees, and the giving of any notice, order or direction and the making of any registration, which in any such case, Burdale may think expedient.

15.POWER OF ATTORNEY

Each Chargor, by way of security, irrevocably and severally appoints Burdale, each Receiver and any of their delegates or sub-delegates to be its attorney to take any action which such Chargor is obliged to take under this Deed. Each Chargor ratifies and confirms whatever any attorney does or purports to do pursuant to its appointment under this Clause.

16.MISCELLANEOUS

16.1Additional Security

The security constituted by this Deed is in addition to and is not in any way prejudiced by any other security now or subsequently held by Burdale for any of the Secured Liabilities.

16.2Continuing Security

The security constituted by this Deed is continuing and will extend to the ultimate balance of all the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.

16.3Covenant to pay

Each Chargor shall pay or discharge the Secured Liabilities in the manner provided for in any document creating or evidencing the Secured Liabilities and/or otherwise as agreed from time to time.

16.4H.M. Land Registry

Each Chargor applies to the Chief Land Registrar for a restriction in the following terms to be entered on the Register of Title relating to any property registered at H.M. Land Registry in its name and against which this Deed may be noted:

“Except under an order of the Registrar, no disposition or dealing by the proprietor of the land is to be registered without the consent of the proprietor for the time being of the Deed dated         March 2000 between, amongst others, [the relevant Chargor] and Burdale Financial Limited.”

16.5New Accounts

If Burdale receives, or is deemed to be affected by, notice, whether actual or constructive, of any subsequent charge or other interest affecting any Security Asset and/or the proceeds of sale of any Security Asset, Burdale may open a new account with any Chargor. If Burdale does not open a new account, it shall nevertheless be treated as

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if it had done so at the time when it received or was deemed to have received notice. As from that time all payments made to Burdale will be credited or be treated as having been credited to the new account and wilt not operate to reduce any amount for which this Deed is security.

16.6Tacking

Burdale covenants with each Chargor that it shall perform its obligations under any document creating or evidencing the Secured Liabilities (including any obligation to make available further advances).

17.RELEASE

Upon the expiry of the Security Period (but not otherwise), Burdale shall, at the request and cost of the Chargors, take whatever action is necessary to release the Security Assets from the security constituted by this Deed and/or reassign the benefit of the Security Assets to the Chargors.

18.NOTICES

18.1Delivery and Receipt

All notices pertaining to this Deed shall be given in writing or facsimile and shall be deemed to be given as follows:

(a)if in writing, when delivered; and

(b)if by facsimile, when received.

save that any notice delivered or received on a non-working day or after business hours shall be deemed to be given on the next working day at the place of delivery or receipt.

18.2Addresses

(a)The Chargors’ respective addresses and facsimile numbers for notices are as set out in Schedule I.

(b)Burdale’s address and facsimile number for notices are:

53 Queen Anne Street
London W1M 0HP
Facsimile no:	020 7935 5445
For the attention of:	Company Secretary

or such as Burdale may notify to the Chargors by not less than 10 days’ notice.

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19.GOVERNING LAW

This Deed is governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.

This Deed has been entered into as a deed on the date stated at the beginning of this Deed.

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SCHEDULE 1

The Chargors

The Company

GEOLOGIST1CS LIMITED

Registered Number:	00112456
Address:	Royal Court
	81 Tweedy Road
	Bromley
	Kent
	BR1 1TW
Facsimile No:	020 8626 6855
Attention:	David Lund
The other Chargors
ACI INC. LIMITED
Registered Number:	01707113
Address:	Royal Court
	81 Tweedy Road
	Bromley
	Kent
	BR1 1TW
Facsimile No:	020 8626 6855
Attention:	David Lund
LEP TRANSPORT LIMITED
Registered Number:	01822696
Address:	Royal Court
	81 Tweedy Road
	Bromley
	Kent
	BR1 1TW
Facsimile No:	020 8626 6855
Attention:	David Lund

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GEOLOGISTICS EXPO SERVICES LIMITED

Registered Number:	00862896
Address:	Royal Court 81 Tweedy Road Bromley Kent BR1 1TW
Facsimile No:	020 8626 6855
Attention:	David Lund

or in each case, such other address or facsimile number as a Chargor may notify to Burdale by not less than 10 days’ notice.

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SIGNATORIES

The Company
Executed as a deed by
GEOLOGISTICS LIMITED
acting by two of its directors
or one director and its secretary	/s/ GEORGE PAPAGEORGHIOU
	Director
	/s/ DAVID LUND
	Secretary
The other Chargors
Executed as a deed by
ACI INC. LIMITED
acting by two of its directors
or one director and its secretary	/s/ GEORGE PAPAGEORGHIOU
	Director
	/s/ DAVID LUND
	Secretary
Executed as a deed by
LEP TRANSPORT LIMITED
acting by two of its directors
or one director and its secretary	/s/ GEORGE PAPAGEORGHIOU
	Director
	/s/ DAVID LUND
	Secretary

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Executed as a deed by
GEOLOGISTICS EXPO SERVICES LIMITED
acting by two of its directors
or one director and its secretary		/s/ GEORGE PAPAGEORGHIOU
		Director
		/s/ DAVID LUND
		Secretary
Burdale
BURDALE FINANCIAL LIMITED
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]

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EX-21

Exhibit 21

Subsidiaries of GeoLogistics Corporation

Subsidiary	Jurisdiction of Organization	Doing business as:
ILLCAN, Inc.	Delaware
ILLSCOT, Inc.	Delaware
GeoLogistics International Finance Limited	Ireland
LIW Holdings Corp.	Delaware
GeoLogistics Americas Inc.	Delaware	GeoLogistics
Matrix International Logistics, Inc.	Delaware	GeoLogistics, GeoLogistics Services, Inc., Matrix, Matrix International, Matrix International Logistics, Inc., Matrix Container Lines, Sea Bridge, Inc.
GeoLogistics International (Bermuda) Ltd.	Bermuda
GeoLogistics International Holdings (Bermuda) Ltd.	Bermuda
Sea Bridge Container Lines, Inc.	Delaware
GeoLogistics Management Limited	United Kingdom
LEP International Worldwide Limited	United Kingdom
GeoLogistics International Management (Bermuda) Ltd.	Bermuda
Spectre Anstalt	Lichtenstein
LEP International Holdings Limited	United Kingdom
GeoLogistics Holdings (Bermuda) Limited	Bermuda
GeoLogistics International Holdings SrL	Luxembourg
GeoLogistics Limited	United Kingdom

Subsidiary	Jurisdiction of Organization	Doing business as:
ECT Transport Limited	Hong Kong
GeoLogistics European Holdings B.V.	Netherlands
ACI Logistic (Far East) Limited	Hong Kong
GeoLogistics (Asia/Pacific) Limited	British Virgin Islands
ACI Trading (Far East) Limited	Hong Kong
GeoLogistics Holding Co.	Philippines
GeoLogistics Limited	Hong Kong
GeoLogistics NV	Belgium
GeoLogistics AB	Sweden
GeoLogistics Limited	Korea
GeoLogistics S.A.	France
PT GeoLogistic Indonesia Perbaun	Indonesia
LEP Limited	New Zealand
GeoLogistics Limited	Ireland
LEP Holdings GmbH	Germany
LEP Int. NV	Netherland Antilles
GeoLogistics SrL	Italy
GeoLogistics GmbH	Germany
GeoLogistics Pvt. Limited	India
GeoLogistics Speditions GmbH	Germany
GeoLogistics Expo Services GmbH	Germany
GeoLogistics Lassen GmbH	Germany
GeoLogistics (Private) Limited	Pakistan
Logik Pengurusan Sdn Bhd	Malaysia
GeoLogistics Expo Services, LLC	Georgia	GeoLogistics

2

Subsidiary	Jurisdiction of Organization	Doing business as:
Telmidas AMS B.V.	Netherlands
GeoLogistics B.V.	Netherlands
GeoLogistics, Co.	Canada
GeoLogistics S.A.	Spain
Lassen Transport Ltda.	Portugal
GeoLogistics Limited	Taiwan
GeoLogistics Limited	Japan
GeoLogistics Co. Limited	Thailand
GeoLogistics Pte Limited	Singapore
GeoLogistics Sdn Bhd	Malaysia
GeoLogistics Shanghai Limited	China
LEP Int. (NZ) Ltd.	New Zealand
LEP Int. Pty. Ltd.	New Zealand
GeoLogistics (Private) Limited	Sri Lanka
GeoLogistics CIS Services	Russia
GeoLogistics Central Asia Services Inc.	Kazakhstan
CF GeoLogistics AS	Denmark
GeoLogistics, Inc.	Philippines
GeoLogistics (Subic), Inc.	Philippines
GeoLogistics Distribution, Inc.	Philippines
GeoLogistics Solutions, Inc.	Philippines

3

EX-23.1

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EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 5, 2004, except for the last paragraph of Note 11, as to which the date is December 20, 2004, in the Registration Statement (Form S-1) and related Prospectus of GeoLogistics Corporation to be filed on or about January 18, 2005 with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Orange County, California
January 13, 2005

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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM