Consolidated Delivery & Logistics Inc Sample Contracts

Cd&l Inc – COUNTERSIGNED AND REGISTERED AMERICAN STOCK TRANSFER & TRUST COMPANY, TRANSFER AGENT AND REGISTRAR (NEW YORK, N.Y.) By: ---------------------------------------------- Authorized Signature DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE For delivery by mail, hand delivery or overnight courier: American Stock Transfer & Trust Company Attention: Subscription Agent 59 Maiden Lane, Plaza Level New York, New York 10038 Phone: (800) 937-5449 Delivery other than in the manner or to the address listed above will not constitute valid delivery. PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. FORM 1 - EXE (August 13th, 2004)
Cd&l Inc – Name of Assignee Address Aggregate Principal Amount ----------------------------------- ------------------------------------ --------------------------------------- Date: ---------------------- Signature: ---------------------------------- Witness: ---------------------------------- EXERCISE AGREEMENT ------------------ Date: _______________ The undersigned, pursuant to the provisions set forth in the within Note, hereby irrevocably elects to subscribe for and purchase the maximum number of shares of the Company's Common Stock as provided in the Note, and makes payment in full therefore by con (April 14th, 2004)
Cd&l Inc – Name of Assignee Address Aggregate Principal Amount Date: ------------------------------- Signature: --------------------------------------------------- Witness: ---------------------------------------------------- EXERCISE AGREEMENT Date: _______________ The undersigned, pursuant to the provisions set forth in the within Note, hereby irrevocably elects to subscribe for and purchase the maximum number of shares of the Company's Common Stock as provided in the Note, and makes payment in full therefore by conversion and application to the extent necessary to pay the Conversion Price for such sha (April 14th, 2004)
Cd&l Inc – Re: $15,000,000 Revolving Loan/Letters of Credit Facility from SUMMIT BUSINESS CAPITAL CORP., doing business as Fleet Capital-Business Finance Division, to CD&L, INC., CLAYTON/NATIONAL COURIER SYSTEMS, INC., CLICK MESSENGER SERVICE, INC., K.B.D. SERVICES, INC., OLYMPIC COURIER SYSTEMS, INC. and SECURITIES COURIER CORPORATION Dear Mr. Reardon: On June 27, 2002, CD&L, INC. ("CD&L"), CLAYTON/NATIONAL COURIER SYSTEMS, INC., CLICK MESSENGER SERVICE, INC., K.B.D. SERVICES, INC., OLYMPIC COURIER SYSTEMS, INC. and SECURITIES COURIER CORPORATION (collectively "Borrowers") and SUMMIT BUSINESS CAPITAL CO (April 30th, 2003)
Consolidated Delivery & Logistics Inc – AGE> JULY 2001 MODIFICATION AGREEMENT -------------------------------- THIS JULY 2001 MODIFICATION AGREEMENT, dated as of July 31, 2001 by and between FIRST UNION COMMERCIAL CORPORATION, with a place of business at 1339 Chestnut Street, Philadelphia, Pennsylvania 19107-3579 (hereinafter called "Lender") and CD&L, Inc., CLAYTON/NATIONAL COURIER SYSTEMS, INC., CLICK MESSENGER SERVICE, INC., CLICK MESSENGER SERVICE OF N.Y., INC., OLYMPIC COURIER SYSTEMS, INC., SECURITIES COURIER CORPORATION, SILVER STAR EXPRESS, INC., and KBD SERVICES, INC. (hereinafter sometimes individually and collectively cal (August 20th, 2001)
Consolidated Delivery & Logistics Inc – NOTE OF EXECUTIVE EXPRESS, INC. DUE 2006 June 14, 2001 Registered Holder: CD&L, INC. Address: 80 Wesley Street South Hackensack, New Jersey 07606 Principal Amount: $1,650,000 Due: June 14, 2006 South Hackensack, New Jersey ------------ -------------------------------------------------------------------- FOR VALUE RECEIVED, EXECUTIVE EXPRESS, INC., a Missouri corporation (the "Maker"), hereby promises to pay to CD&L, Inc. (the "Holder"), or its order or its assign(s), the principal amount above stated and to pay interest at the rate of seven percent (7%) per annum from the date hereof. Interest (August 20th, 2001)
Consolidated Delivery & Logistics Inc – MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT, dated as of March 30, 2001 by and between FIRST UNION COMMERCIAL CORPORATION, with a place of business at 1339 Chestnut Street, Philadelphia, Pennsylvania 19107-3579 (hereinafter called "Lender") and CD&L, Inc., CLAYTON/NATIONAL COURIER SYSTEMS, INC., NATIONAL EXPRESS COMPANY, INC., CLICK MESSENGER SERVICE, INC., CLICK MESSENGER SERVICE OF N.Y., INC., OLYMPIC COURIER SYSTEMS, INC., SECURITIES COURIER CORPORATION, SILVER STAR EXPRESS, INC., KBD SERVICES, INC., FIRST CHOICE COURIER AND DISTRIBUTION SYSTEMS, INC. ("First Choice"), REGIONAL EXPRE (May 4th, 2001)
Consolidated Delivery & Logistics Inc – Contract (May 4th, 2001)

Schedules Schedule 1.1(c) Computer and Other Equipment Used in the Business Schedule 1.1(e) The Gold Wings Agreement Schedule 1.1(j) Subsidiaries, Joint Ventures and Partnerships Schedule 1.1(h-v) Vehicles Schedule 1.1(h-m) Machinery, Equipment and Furniture Schedule 1.1(l) Trademark and Service Mark Schedule 1.1(o) Prepaid Expenses and Deposits Schedule 2.7 Allocation of the Purchase Price Schedule 3.4 Required Consents Schedule 3.5 Litigation Schedule 3.6 No Consents Schedule 3.7 Title to Purchased Assets; Encumbrances Schedule 3.8 Personal Property Schedule 3.9 Leased Premises Schedule 3.10 Material Customers, Contracts and Commitments Schedule 3.11 Employment Matters Schedule 3.12 Financial Statements Schedule 3.13 Governmental Authorizations Schedule 3.14 Taxes Schedule 3.16 Permits and Intangibles; Intellectual Property Schedule 3.17 Environmental Law and Regulations Schedule 3.18 Materi

Consolidated Delivery & Logistics Inc – This Note has been acquired for investment and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Act"). This Note has not been registered under the Act, or any state securities law, and may be offered and sold only if registered pursuant to the provisions of the Act or those laws or if an exemption from registration is available. AMENDED AND RESTATED 9% SUBORDINATED NOTE DUE 2004 OF CD&L, INC. Registered Holder: The Trustee created under Paragraph Third of the Last Will and Testament of Charles Gold F (May 4th, 2001)
Consolidated Delivery & Logistics Inc – MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT, dated as of March 30, 2001 by and between FIRST UNION COMMERCIAL CORPORATION, with a place of business at 1339 Chestnut Street, Philadelphia, Pennsylvania 19107-3579 (hereinafter called "Lender") and CD&L, Inc., CLAYTON/NATIONAL COURIER SYSTEMS, INC., NATIONAL EXPRESS COMPANY, INC., CLICK MESSENGER SERVICE, INC., CLICK MESSENGER SERVICE OF N.Y., INC., OLYMPIC COURIER SYSTEMS, INC., SECURITIES COURIER CORPORATION, SILVER STAR EXPRESS, INC., KBD SERVICES, INC., FIRST CHOICE COURIER AND DISTRIBUTION SYSTEMS, INC. ("First Choice"), REGIONAL EXPRE (May 1st, 2001)
Consolidated Delivery & Logistics Inc – Contract (May 1st, 2001)

Schedules Schedule 1.1(c) Computer and Other Equipment Used in the Business Schedule 1.1(e) The Gold Wings Agreement Schedule 1.1(j) Subsidiaries, Joint Ventures and Partnerships Schedule 1.1(h-v) Vehicles Schedule 1.1(h-m) Machinery, Equipment and Furniture Schedule 1.1(l) Trademark and Service Mark Schedule 1.1(o) Prepaid Expenses and Deposits Schedule 2.7 Allocation of the Purchase Price Schedule 3.4 Required Consents Schedule 3.5 Litigation Schedule 3.6 No Consents Schedule 3.7 Title to Purchased Assets; Encumbrances Schedule 3.8 Personal Property Schedule 3.9 Leased Premises Schedule 3.10 Material Customers, Contracts and Commitments Schedule 3.11 Employment Matters Schedule 3.12 Financial Statements Schedule 3.13 Governmental Authorizations Schedule 3.14 Taxes Schedule 3.16 Permits and Intangibles; Intellectual Property Schedule 3.17 Environmental Law and Regulations Schedule 3.18 Materi

Consolidated Delivery & Logistics Inc – This Note has been acquired for investment and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Act"). This Note has not been registered under the Act, or any state securities law, and may be offered and sold only if registered pursuant to the provisions of the Act or those laws or if an exemption from registration is available. AMENDED AND RESTATED 9% SUBORDINATED NOTE DUE 2004 OF CD&L, INC. Registered Holder: The Trustee created under Paragraph Third of the Last Will and Testament of Charles Gold F (May 1st, 2001)
Consolidated Delivery & Logistics Inc – EMPLOYMENT AGREEMENT (March 30th, 2000)
Consolidated Delivery & Logistics Inc – STOCKHOLDER PROTECTION RIGHTS AGREEMENT (December 28th, 1999)
Consolidated Delivery & Logistics Inc – REGISTRATION RIGHTS AGREEMENT (July 23rd, 1999)
Consolidated Delivery & Logistics Inc – WARRANT AGREEMENT (July 23rd, 1999)
Consolidated Delivery & Logistics Inc – SENIOR SUBORDINATED LOAN AGREEMENT (July 23rd, 1999)
Consolidated Delivery & Logistics Inc – PURCHASE AGREEMENT DATED THIS DATE AMONG THE MAKER, (May 13th, 1999)
Consolidated Delivery & Logistics Inc – AGREEMENT DATED THIS DATE AMONG THE MAKER, CLAYTON/NATIONAL COURIER (May 13th, 1999)
Consolidated Delivery & Logistics Inc – Asset Purchase Agreement (May 13th, 1999)
Consolidated Delivery & Logistics Inc – Asset Purchase Agreement (May 13th, 1999)
Consolidated Delivery & Logistics Inc – 7% SUBORDINATED NOTE DUE 2001 (May 13th, 1999)
Consolidated Delivery & Logistics Inc – 7% SUBORDINATED NOTE DUE 2001 (February 26th, 1999)
Consolidated Delivery & Logistics Inc – ASSET AND STOCK PURCHASE AGREEMENT (February 26th, 1999)