WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT

This Waiver and Amendment No. 2 to Credit Agreement (this "Amendment"), dated as of April 17, 2009, is 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).

Reference is made to that certain Credit Agreement dated as of February 12, 2008, among the Borrowers, the financial institutions that are or may from time to time become parties thereto as lenders (together with their respective successors and assigns, the "Lenders") and Bank of America, N.A. (successor-in-interest to LaSalle Bank National Association), as Administrative Agent for the Lenders (as amended or otherwise modified through the date hereof, the "Credit Agreement"; except as otherwise expressly provided for herein, capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement).

Borrowers have advised Administrative Agent and the sole initial Lender that  Borrowers have (i) permitted the Senior Debt to EBITDA Ratio as of the last day of the Computation Period ended December 31, 2008 to exceed 3.0 to 1.0, constituting a breach of Section 11.14.1 of the Credit Agreement and an Event of Default pursuant to Section 13.1.5 of the Credit Agreement (the "Senior Leverage Default"), (ii) permitted the Fixed Charge Coverage Ratio as of the last day of the Computation Period ended December 31, 2008 to be less than 1.25 to 1.0, constituting a breach of Section 11.14.2 of the Credit Agreement and an Event of Default pursuant to Section 13.1.5 of the Credit Agreement (the "Fixed Charge Coverage Default"), (iii) permitted the Total Debt to EBITDA Ratio as of the last day of the Computation Period ended December 31, 2008 to exceed 3.5 to 1.0, constituting a breach of Section 11.14.3 of the Credit Agreement and an Event of Default pursuant to Section 13.1.5 of the Credit Agreement (the "Total Leverage Default"), (iv) failed to give Administrative Agent prompt notice of each of the Senior Leverage Default, Fixed Charge Coverage Default and Total Leverage Default, constituting separate breaches of Section 10.1.5(a) of the Credit Agreement and separate Events of Default pursuant to Section 13.1.5 of the Credit Agreement (the "Notice Defaults") and (v) an Event of Default exists pursuant to Section 13.1.6 of the Credit Agreement in respect of computations A, B and C in the Compliance Certificate delivered to Administrative Agent for the Fiscal Quarter ended January 3, 2009 (the "Compliance Certificate Default"; the Senior Leverage Default, the Fixed Charge Coverage Default, the Total Leverage Default, the Notice Defaults and the Compliance Certificate Default being referred to collectively as the "Existing Defaults").   Borrowers have requested that Administrative Agent and the sole initial Lender waive the Existing Defaults.  Borrowers has further agreed with Administrative Agent and the sole initial Lender to amend and modify the Credit Agreement as provided herein, subject to the terms and provisions hereof.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.   Waiver .  Subject to the conditions set forth in this Amendment, and in reliance on the representations, warranties, covenants and other agreements contained herein, Administrative Agent and the sole initial Lender hereby waive the Existing Defaults.  The foregoing waivers are expressly intended to be limited in scope and, except as otherwise expressly provided, shall not be construed as a waiver, consent or as an amendment or modification of the Credit Agreement.

2.   Amendments to Credit Agreement . Subject to the conditions set forth in this Amendment, and in reliance on the representations, warranties, covenants and other agreements contained herein, the parties hereto hereby agree to amend and modify the Credit Agreement as follows:

2.1.   The defined term "Applicable Margin", set forth in Section 1.1 of the Credit Agreement, is hereby deleted in its entirety.

2.2.   The defined term "Base Rate Margin", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in it is entirety as follows:

Base Rate Margin means, as of any date of determination, 2.50% per annum.

2.3.   The defined term "Borrowing Base", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in it is entirety 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 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.

2.4.   The defined term "Computation Period", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in its entirety as follows:

Computation Period means each period of twelve consecutive Fiscal Months ending on the last day of a Fiscal Month.

2.5.   The defined term "EBITDA", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in its entirety 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, transaction costs, expenses and severance expense in connection with Permitted Acquisitions, in each case to the extent approved by Administrative Agent in its reasonable discretion, charges resulting from the impairment of goodwill and intangible assets attributable to the Purchase Agreement, and costs and expenses in connection with the Related Agreements (other than the Employment Agreements), in each case to the extent approved by Administrative Agent in its reasonable discretion; provided, that, notwithstanding anything to the contrary contained herein, (i) for the Fiscal Months ending on or about February 28, 2007, March 31, 2007, April 30, 2007, May 31, 2007, June 30, 2007, July 31, 2007, August 31, 2007, September 30, 2007, October 31, 2007, November 30, 2007 and December 31, 2007, EBITDA shall be deemed to be $629,275, $680,185, $1,046,641, $557,864, $995,531, $887,473, $922,805, $1,036,710, $1,222,029, $403,135 and ($461,991), respectively, and (ii) for the Fiscal Month ending on or about January 31, 2008, EBITDA shall be computed based on the consolidated results of Clark Holdings and its Subsidiaries pursuant to financial statements delivered pursuant to Section 10.1.2 , subject to adjustments consistent with those used in determining the amounts specified in the preceding clause (i).

2.6.   The defined term "L/C Fee Rate", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in it is entirety as follows:

L/C Fee Rate means, as of any date of determination, 4.0% per annum; provided , that with respect to Cash Collateralized Letters of Credit, the L/C Fee Rate shall mean 1.75% per annum.

2.7.   The defined term "LIBOR Margin", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in it is entirety as follows:

LIBOR Margin means, as of any date of determination, 4.00% per annum.

2.8.   The defined term "LIBOR Rate", set forth in Section 1.1 of the Credit Agreement, is hereby amended by inserting the following new sentence at the end of such defined term:  "Notwithstanding anything to the contrary set forth in this definition, at no time shall the LIBOR Rate be less than 3.0% per annum."

2.9.   The defined term "Non-Use Fee Rate", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in it is entirety as follows:

Non-Use Fee Rate means, as of any date of determination, 0.675% per annum.

2.10.   The defined term "Revolving Commitment", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in its entirety as follows:

Revolving Commitment means, as to any Lender as of any date of determination, the amount specified for such Lender as the "Revolving Commitment Amount" on Annex A hereto, subject to adjustment pursuant to any and all Assignment Agreements entered into by such Lender following the Closing Date, in each case as such amount may be reduced from time to time pursuant to Section 6.1 .

2.11.   The defined term "Revolving Loan Availability", set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in its entirety as follows:

Revolving Loan Availability means, as of any date of determination, the lesser of (i) the aggregate Revolving Commitments of all Lenders and (ii) the sum of (x) the Borrowing Base plus (y) the Stated Amount of Cash Collateralized Letters of Credit on such date minus (z) the outstanding principal amount of the Term Loans on such date.

2.12.   The defined term "Tangible Net Worth" is hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical order, which term shall read as follows:

Tangible Net Worth of Holdings and its Subsidiaries means, as of any date, the value of the total consolidated assets of Holdings and its Subsidiaries (including leaseholds and leasehold improvements and reserves against assets, but excluding goodwill, patents, trademarks, trade names, organization expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred marketing expenses and other like intangibles according to GAAP and monies due from Affiliates, officers, directors, employees, shareholders, members or managers of Holdings or any of its Subsidiaries), less the total consolidated liabilities of Holdings and its Subsidiaries.

2.13.   Section 2.1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

2.1.1                       Revolving Commitment .  Each Lender with a Revolving Commitment agrees to make loans on a revolving basis (" Revolving Loans ") from time to time until the Termination Date in such Lender's Pro Rata Share of such aggregate amounts as any Borrower may request from all Lenders; provided that (i) the Revolving Outstandings will not at any time exceed Revolving Loan Availability and (ii) the Holdco Borrowers shall have no right, following the Closing Date, to request any Revolving Loans, and no Lender shall have any obligation following the Closing Date to make any Revolving Loans to or for the account of any Holdco Borrower.