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 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. 30

  	
   

  	
  Warrant
  to Purchase

  
	
   

  	
   

  	
  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 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 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 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 Jack Wasp.


 


“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 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


 


2





















 


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


 


3





















 


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


 


4





















 


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


 


5





















 


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


 


6





















 


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.


 


7





















 


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.


 


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


 


8





















 


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.


 


9





















 


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.            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.


 


10





















 


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 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


 


11





















 


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


 


12





















 


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


 


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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:

  	
   

  	
  ,

  	
   

  	
  .

  	
   

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [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:

  	
   

  	
  ,

  	
   

  	
  .

  	
   

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Signature]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


17