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


 


2





















 


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.


 


3





















 


“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


 


4





















 


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:


 


5





















 


 


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


 


6





















 


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.


 


7





















 


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.


 


8





















 


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 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 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 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 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 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


 


12





















 


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

  



 


15





















 


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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


16





















 


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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