Exhibit 10.1
EXECUTION VERSION
CREDIT AGREEMENT
by and among
VELOCITY EXPRESS CORPORATION
and
EACH OF ITS SUBSIDIARIES THAT ARE IDENTIFIED ON THE SIGNATURE PAGES HERETO
AS GUARANTORS,
as Guarantors,
EACH OF THE SUBSIDIARIES OF VELOCITY EXPRESS CORPORATION THAT ARE
IDENTIFIED ON THE SIGNATURE PAGES HERETO AS BORROWERS,
as Borrowers,
THE LENDERS THAT ARE SIGNATORIES HERETO,
as the Lenders,
and
WELLS FARGO FOOTHILL, INC.,
as the Arranger and Administrative Agent
Dated as of December 22, 2006
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of December 22,
2006, by and among the lenders identified on the signature pages hereof (such
lenders, together with their respective successors and permitted assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), WELLS FARGO FOOTHILL, INC., a California corporation, as the
arranger and administrative agent for the Lenders (in such capacity, together
with its successors and assigns in such capacity, "Agent"), VELOCITY EXPRESS
CORPORATION, a Delaware corporation ("Parent"), each of Parent's Subsidiaries
identified on the signature pages hereof as a Borrower (such Subsidiaries are
referred to hereinafter each individually as a "Borrower", and individually and
collectively, jointly and severally, as the "Borrowers"), and each of Parent's
Subsidiaries identified on the signature pages hereof as a Guarantor (such
Subsidiaries, together with Parent, are referred to hereinafter each
individually as a "Guarantor", and individually and collectively, jointly and
severally, as the "Guarantors").
The parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. Capitalized terms used in this Agreement shall have the
meanings specified therefor on Schedule 1.1.
1.2 Accounting Terms. All accounting terms not specifically defined herein shall
be construed in accordance with GAAP. When used herein, the term "financial
statements" shall include the notes and schedules thereto. Whenever the term
"Borrowers" or the term "Parent" is used in respect of a financial covenant or a
related definition, it shall be understood to mean Parent and its Subsidiaries
on a consolidated basis, unless otherwise provided herein.
1.3 Code. Any terms used in this Agreement that are defined in the Code shall be
construed and defined as set forth in the Code unless otherwise defined herein;
provided, however, that to the extent that the Code is used to define any term
herein and such term is defined differently in different Articles of the Code,
the definition of such term contained in Article 9 of the Code shall govern.
1.4 Construction. Unless the context of this Agreement or any other Loan
Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms "includes"
and "including" are not limiting, and the term "or" has, except where otherwise
indicated, the inclusive meaning represented by the phrase "and/or." The words
"hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement
or any other Loan Document refer to this Agreement or such other Loan Document,
as the case may be, as a whole and not to any particular provision of this
Agreement