exv10w6



 






Exhibit 10.6




PROMISSORY NOTE




			
	$300,000
	 	As of September 22, 2005

New York, NY





Global Logistics Acquisition Corporation (the “Maker”) promises to pay to the order of Blue Line
Advisors, Inc. (the “Payee”) the principal sum of Three Hundred Thousand Dollars and No Cents
($300,000) in lawful money of the United States of America together with interest on the unpaid
principal balance of this Promissory Note (this “Note”), on the terms and conditions described
below.



1. Principal. The principal balance of this Note shall be repayable on the earlier of (i)
March 31, 2006 or (ii) the date on which Maker consummates an initial public offering of its
securities under the Securities Act of 1933, as amended.



2. Interest. No interest shall accrue on the unpaid principal balance of this Note.



3. Application of Payments. All payments shall be applied first to payment in full of any
costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the reduction of the unpaid principal balance of this Note.



4. Events of Default. Each of the following shall constitute an event of default (“Event
of Default”) under this Note:





	 	(a)	 	Failure to Make Required Payments. Failure by Maker to pay the
principal of this Note within five (5) business days following the date when due.
	 
	 	(b)	 	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary
case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any
other applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of
Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.
	 
	 	(c)	 	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief
by a court having jurisdiction in the premises in respect of maker in an involuntary
case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days.




5. Remedies.





	 	(a)	 	Upon the occurrence of an Event of Default specified in Section 4(a) hereof,
Payee may, by written notice to Maker, declare this Note to be immediately due and
payable, whereupon the unpaid principal amount of this Note, and all other amounts
payable hereunder, shall become immediately due and payable.
	 
	 	(b)	 	Upon the occurrence of an Event of Default specified in either Section 4(b) or
Section 4(c) hereof, the unpaid principal balance of this Note, and all other amounts
payable hereunder, shall automatically and immediately become due and payable, in all
cases without any action on the part





 









 






	 	 	 	of Payee, including presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived.




6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to
the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution, or providing for any stay of
execution, exemption from civil process, or extension of time for payment; and Maker agrees that
any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any
writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.



7. Unconditional Liability. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment or
other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to it or affecting its liability hereunder.



8. Notices. Any notice called for hereunder shall be deemed properly given if in writing
and (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery service providing
receipted delivery, (iv) sent by confirmed telefacsimile or (v) sent by confirmed e-mail, to the
following addresses or to such other address as either party may designate by notice in accordance
with this Section:




If to Maker:




Global Logistics Acquisition Corporation

330 Madison Avenue, Sixth Floor

New York, NY 10017

Attn.:  Gregory E. Burns




If to Payee:




Blue Line Advisors, Inc.

330 Madison Avenue, Sixth Floor

New York, NY 10017

Attn.:  Gregory E. Burns



Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the
date shown on the confirmed telefacsimile transmission confirmation, (iii) the date on which an
e-mail transmission was received by the receiving party’s on-line access provider (iv) the date
reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.



9. Governing Law; Construction. This Note, the legal relations between the Maker and Payee
and the adjudication and the enforcement hereof shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts executed in and to be performed in
that state, without regard to the conflicts of law provisions thereof to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction.



10. Severability. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




 









 





     IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be
duly executed the day and year first above written.



	 	 	 	 	 	 	 
	 	 	GLOBAL LOGISTICS ACQUISITION CORPORATION	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	 /s/ Gregory E. Burns	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: Gregory E. Burns	 	 
	

	 	 	 	Title: Chief Executive Officer and President	 	 






[Promissory Note]