AMENDMENT AND FORBEARANCE AGREEMENT

AMENDMENT AND FORBEARANCE AGREEMENT (as amended or otherwise modified from time to time in accordance with the terms here, the " Agreement ") dated as of September 15, 2009, among Clark Holdings, Inc. (f/k/a Global Logistics Acquisition Corporation), a Delaware corporation (" Holdings "), The Clark Group, Inc., a Delaware corporation (" Clark Holdings "), Clark Distribution Systems, Inc., a Delaware corporation (" CDS "), Clark Worldwide Transportation, Inc., a Pennsylvania corporation (" CWT "), Highway Distribution Systems, Inc., a Delaware corporation (" HDS "), and Evergreen Express Lines, Inc., a Pennsylvania corporation (together with Holdings, Clark Holdings, CDS, CWT and HDS, the "Borrowers") and Bank of America, N.A., (successor-in-interest to LaSalle Bank National Association), individually as a Lender and as Administrative Agent for the Lenders (as such terms are each defined in the Credit Agreement defined below).

WHEREAS, Agent and Borrowers have entered into certain financing arrangements pursuant to the Credit Agreement  dated as of February 12, 2008 among Agent, Borrowers and the Lenders from time to time party thereto (as amended hereby, and as the same may have heretofore been or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced (the " Credit Agreement "));

WHEREAS, as of the date hereof, Borrowers are in default under the Credit Agreement as more particularly described below;

WHEREAS, the circumstances described herein constitute multiple Events of Default under the Credit Agreement and the Loan Documents;

WHEREAS, Borrowers have requested that Agent and Lenders forbear from exercising their rights as a result of such Events of Default, which are continuing, and that Lenders provide further Revolving Loans and other financial accommodations to Borrowers notwithstanding such Events of Default; and

WHEREAS, Agent and Lenders are willing to agree to forbear from exercising certain of their rights and remedies and provide certain further Revolving Loans and other financial accommodations to Borrowers solely for the period and on the terms and conditions specified herein.

NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties hereto agree as follows:

1.1.            Interpretation.   All capitalized terms used herein (including the recitals hereto) shall have the respective meanings ascribed thereto in the Credit Agreement unless otherwise defined herein.

1.2.            Additional Definitions.   As used herein, the following terms shall have the respective meanings given to them below, and the Credit Agreement is hereby amended to include, in addition and not in limitation, each of the following definitions:

(a)           "Agent" shall mean Bank of America, N.A., in its capacity as Administrative Agent under the Loan Documents.

(b)           "Anticipated Defaults" shall mean any Events of Default that arise due to the circumstances more particularly identified on Exhibit A hereto, under the heading "Anticipated Defaults".

(c)           "Existing Defaults" shall mean the Events of Default more particularly identified on Exhibit A hereto, under the heading "Existing Defaults".

(d)           "Forbearance Period" means the period commencing on the date hereof and ending on the date which is the earliest of (i) February 28, 2010; (ii) the occurrence or existence of any Event of Default, other than the Existing Defaults and the Anticipated Defaults; or (iii) the occurrence of any Termination Event.

(e)           "Termination Event" means the initiation of any action by any Loan Party or any Releasing Party (as defined herein) to invalidate or limit the enforceability of any of the acknowledgments set forth in Section 2.1, the release set forth in Section 8.6 or the covenant not to sue set forth in Section 8.7.

2.1.            Acknowledgment of Obligations.   Each Borrower hereby acknowledges, confirms and agrees that as of the close of business on September 15, 2009, (a) Borrowers are indebted to Lenders in respect of the Revolving Loan in the principal amount of $0, (b) Borrowers are indebted to Lenders in respect of the Term Loan in the aggregate principal amount of $3,549,942.04, and (c) Borrowers are indebted to Lenders in respect of Letters of Credit in the face amount of $718,031.00.  Each Borrower hereby acknowledges, confirms and agrees that all such Loans and other Obligations, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by any Borrower to Lenders, are unconditionally owing by Borrowers to Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

2.2.            Acknowledgment of Security Interests.   Each Borrower hereby acknowledges, confirms and agrees that Agent has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in the Collateral heretofore granted to Agent, for the benefit of Agent and Lenders, pursuant to the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents or otherwise granted to or held by Agent, for the benefit of Agent and Lenders, subject only to Permitted Liens.

2.3.            Binding Effect of Documents.   Each Borrower hereby acknowledges, confirms and agrees that: (a) each of the Credit Agreement and the other Loan Documents to which it is a party has been duly executed and delivered to Agent by such Borrower, and each is and shall remain in full force and effect as of the date hereof except as modified pursuant hereto, (b) the agreements and obligations of such Borrower contained in such documents and in this Agreement constitute the legal, valid and binding Obligations of such Borrower, enforceable against it in accordance with their respective terms, and such Borrower has no valid defense to the enforcement of such Obligations, and (c) Agent and Lenders are and shall be entitled to the rights, remedies and benefits provided for under the Credit Agreement and the Loan Documents and applicable law.

3.1.            Acknowledgment of Default.   Each Borrower hereby acknowledges and agrees that the Existing Defaults have occurred and are continuing, each of which constitutes an Event of Default and entitles Agent and Lenders to exercise their rights and remedies under the Credit Agreement and the other Loan Documents, applicable law or otherwise.  Each Borrower represents and warrants that as of the date hereof, no Events of Default exist other than the Existing Defaults.  Each Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement and the other Loan Documents.  Each Borrower acknowledges that Lenders are no longer obligated to make any disbursements of the Revolving Loan, or to issue Letters of Credit.

3.2.            Forbearance.

(a)           In reliance upon the representations, warranties and covenants of Borrowers contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, Agent and Lenders agree to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the other Loan Documents or applicable law in respect of or arising out of the Existing Defaults and the Anticipated Defaults.

(b)           Upon the expiration or termination of the Forbearance Period, the agreement of Agent and Lenders to forbear shall automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and the other Loan Documents, and under applicable law, with respect to any and all Anticipated Defaults (to the extent then constituting Events of Default) and the Existing Defaults, including, but not limited to, (i) ceasing to make any further Loans or issuing any further Letters of Credit and (ii) accelerating all of the Obligations under the Credit Agreement and the other Loan Documents; in each case without any further notice to any Borrower, passage of time or forbearance of any kind.

3.3.            No Waivers; Reservation of Rights.

(a)           Agent and Lenders have not waived, are not by this Agreement waiving, and have no intention of waiving, any Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Anticipated Defaults, the Existing Defaults or otherwise), and Agent and Lenders have not agreed to forbear with respect to any of their rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Existing Defaults and the Anticipated Defaults to the extent expressly set forth herein) occurring at any time.

(b)           Subject to Section 3.2 above (solely with respect to the Anticipated Defaults and the Existing Defaults), Agent and Lenders reserve the right, in their discretion, to exercise any or all of their rights and remedies under the Credit Agreement and the other Loan Documents as a result of any other Events of Default occurring at any time.  Agent and Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on their part in exercising any such rights or remedies, shall be construed as a waiver of any such rights or remedies.

3.4.            Additional Events of Default.   The parties hereto acknowledge, confirm and agree that any misrepresentation by any Borrower, or any failure of any Borrower to comply with the covenants, conditions and agreements contained in this Agreement, the Credit Agreement and the other Loan Documents or in any other agreement, document or instrument at any time executed and/or delivered by any Borrower with, to or in favor of Agent or any Lenders shall constitute an Event of Default under the Credit Agreement and the other Loan Documents.  In the event any Person, other than Agent or Lenders, shall at any time exercise for any reason (including, without limitation, by reason of any Anticipated Defaults, any Existing Defaults, any other present or future Event of Default, or otherwise) any of its rights or remedies against any Borrower or any obligor providing credit support for any Borrower's obligations to such other Person, or against any Borrower's or such obligor's properties or assets, such event shall constitute an Event of Default hereunder and an Event of Default under the Credit Agreement.

4.1.           The defined term "Borrowing Base" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

Borrowing Base means an amount equal to the sum of (i) 80% of the unpaid amount of all Eligible Accounts plus (ii) 50% of the appraised fair market value of Eligible Real Estate, plus (iii) 100% of the value, as of any applicable date of determination, of Cash Equivalent Investments in any deposit accounts and/or securities accounts subject to a control agreement in form and substance acceptable to Administrative Agent, excluding any such Cash Equivalent Investments pledged to the Agent to secure, in full or in part, the Stated Amount of Letters of Credit minus (iv) such reserves and allowances as the Administrative Agent deems necessary or appropriate in its reasonable discretion, including as necessary or appropriate to reflect any events, conditions, contingencies, risks or other circumstances which may arise from time to time with respect to any Loan Party.

4.2.           The defined term "Consolidated Net Income" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows

Consolidated Net Income means, with respect to any Person for any period, the net income (or loss) of such Person and its Subsidiaries for such period, excluding any gains from Asset Dispositions, any extraordinary gains and any gains or losses from discontinued operations.

4.3.           The defined term "EBITDA" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

EBITDA means, for any period, Consolidated Net Income for such period plus, in each case to the extent deducted in determining such Consolidated Net Income for such period, Interest Expense, income tax expense, depreciation and amortization, non-cash severance and/or non-cash restructuring expenses and costs and expenses in connection with the arbitration entitled Charles C. Anderson, Jr. et al. and Clark Holdings, Inc . No 148 Y 00499 09, pending before the American Arbitration Association.

4.4.           The defined term "Fixed Charge Coverage Ratio" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting the clause "for any Computation Period" set forth therein, and by inserting in lieu thereof the clause "for any applicable period of measurement".

4.5.           The defined term "Term Loan Maturity Date" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

" Term Loan Maturity Date " means the earlier of (a) February 28, 2010 or (b) the Termination Date.

4.6.           The defined term "Termination Date" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

" Termination Date " means the earlier of (a) February 28, 2010 or (b) such other date on which the Commitments terminate pursuant to Section 6 or Section 13 .

4.7.           Section 11.11(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(e)           bank deposits in the ordinary course of business, provided that all such deposits, other than deposits in an aggregate amount not to exceed $350,000 at any time, shall be maintained with the Administrative Agent; provided, further , that notwithstanding anything to the contrary herein or in the Guaranty and Collateral Agreement, any such deposits, not exceeding $350,000 in the aggregate, that are not maintained with the Administrative Agent shall not be required to be subject to a bank agency or other similar agreement with the Administrative Agent and the applicable Borrower;

4.8.           Section 11.14.4 of the Credit Agreement is hereby amended by inserting the clause "(increased to $1,075,000 with respect to Fiscal Year 2009)" immediately following the first reference to "$1,000,000" set forth in such Section.

4.9.           Annex A to the Credit Agreement is hereby amended and restated as set forth on Exhibit C hereto.

5.1.            Maximum Facility.   Borrowers hereby acknowledge and agree that, notwithstanding anything to the contrary set forth in the Credit Agreement, at no time from and following the date hereof shall Agent or the Lenders have any obligations to make Revolving Loans and/or issue Letters of Credit in each case, after giving effect thereto, the Revolving Outstandings would exceed $2,218,000.

5.2.            Financial Covenants.   During the Forbearance Period, the following financial covenants shall apply in lieu of the covenants set forth in Section 11.14.1, 11.14.2, 11.14.3 and 11.14.5 (which such Sections continuing in effect from and following the Forbearance Period:

(a)            Minimum Cumulative EBITDA .  Borrowers shall not permit cumulative EBITDA for the period commencing on the first day of the Fiscal Month commencing closest to July 1, 2009 and ending on the last day of any Fiscal Month set forth below to be less than the amount set forth below for opposite month: