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EXHIBIT 10.18
SECOND AMENDMENT, dated as of August 11, 2000 (this "AMENDMENT"), to
the Credit Agreement (the "CREDIT AGREEMENT"), dated as of November 19, 1999 and
amended and restated as of November 23, 1999, among NORTH AMERICAN VAN LINES,
INC., a Delaware corporation (the "PARENT BORROWER"), the Foreign Subsidiary
Borrowers (as defined in the Credit Agreement) from time to time parties to the
Credit Agreement, the several banks and other financial institutions from time
to time parties to the Credit Agreement (the "LENDERS"), THE BANK OF NEW YORK,
as documentation agent, BANC OF AMERICA SECURITIES LLC, as syndication agent,
and THE CHASE MANHATTAN BANK, a New York banking corporation, as collateral
agent and administrative agent for the Lenders (in such capacity, the
"ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the Parent
Borrower;
WHEREAS, the Parent Borrower and certain of its subsidiaries shall
contribute Meridian Resources Limited (as defined herein), software and human
capital in exchange for convertible preferred stock in Moveline (as defined
herein); and
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to the requested amendments on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
SECTION 2. AMENDMENT TO SUBSECTION 1.1 (DEFINED TERMS). (a)
Subsection 1.1 of the Credit Agreement is hereby amended by inserting the
following new definitions in the appropriate alphabetical order:
"MERIDIAN RESOURCES LIMITED": Meridian Mobility Resources Limited, a
Delaware corporation and a Subsidiary of the Parent Borrower.
"MOVELINE": Moveline, Inc., a Delaware corporation, and any successor
thereto.
"MOVELINE BUSINESS": the business of providing through the Internet
(and related and successor online, electronic and digital media), directly
and indirectly through third parties, products and services for use by
individuals, businesses, agents and drivers in connection with home and
office relocations.
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"MOVELINE CONTRIBUTED ASSETS": the following assets and other rights,
having an aggregate book value of not more than $15,000,000: (a) all assets
primarily related to the businesses conducted by Meridian Resources Limited
and by the Parent Borrower and its Subsidiaries through the North American
Distribution Systems division, the Allied Distribution Systems division and
the North American Vehicle Services division, including, without
limitation, all intellectual property primarily related to such businesses,
non-compete covenants by Holding and the Parent Borrower with respect to
such businesses, and substantially all of the assets of Customized Project
Management Systems, Inc. (formerly known as North American Distribution
Systems, Inc.), (b) a joint ownership right in certain other intellectual
property used in the residential relocation business of Holding and the
Parent Borrower with a covenant by Holding and the Parent Borrower not to
use, or license third parties to use, such intellectual property in an
Internet-based van line business, (c) certain exclusive rights with respect
to the establishment of affiliated marketing partnerships in connection
with the Moveline Business, (d) certain trademark license rights and (e)
certain waivers of exclusivity rights and assignments of priority capacity
rights under contracts between the Parent Borrower and its subsidiaries and
their agents.
"MOVELINE HUMAN CAPITAL": the human resources contributed by the
Parent Borrower to Moveline.
"MOVELINE PREFERRED STOCK": preferred stock or other equity interests
in Moveline held by the Parent Borrower from time to time, including but
not limited to any common equity of Moveline or other securities, property
or assets received by the Parent Borrower by the way of dividend or
distribution in respect of, or upon any conversion, exchange or
reclassification of, or otherwise in respect of, any Moveline Preferred
Stock.
"MOVELINE SHAREHOLDER AGREEMENTS": a shareholders agreement, a
registration and participation agreement, and any other documents, all of
which shall be reasonably satisfactory to the Administrative Agent,
providing for or otherwise relating to rights and obligations of
equityholders of Moveline.
"MOVELINE TRANSACTION": the collective reference to (a) the
contribution or other transfer by Holding and the Parent Borrower of
Meridian Resources Limited, the Moveline Contributed Assets and the
Moveline Human Capital to Moveline, in consideration of or exchange for
Moveline Preferred Stock with an aggregate original stated value of
$17,250,000, including the execution, delivery and performance of a
contribution and subscription agreement providing among other things for
such transactions, (b) the execution, delivery and performance by Holding,
the Parent Borrower and others of the Moveline Shareholder Agreements, (c)
the execution, delivery and performance of a transition services agreement
for the provision by Holding and the Parent Borrower of administrative,
accounting, payroll and other headquarters services to Moveline, a
relocation services agreement for the provision by the Parent Borrower of
certain van line services to Moveline in connection with the operation of
the Moveline Business and a master relationship or other agreement
governing among other things the
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technology co-development and joint marketing arrangements between Holding,
the Parent Borrower and Moveline with respect to the Moveline Business and
related agreements regarding data sharing and other services to be provided
by one party to the other, (d) any conversion or exchange of Moveline
Preferred Stock into or for common equity of Moveline, and any mandatory
redemption of Moveline Preferred Stock, (e) any sale or other Disposition
of Moveline Preferred Stock, (f) any registration of common equity of
Moveline held by the Parent Borrower under applicable securities laws, and
any sale of any or all of such common equity of Moveline, and (g) the
exercise by the Parent Borrower of its rights, powers, privileges and
remedies as a holder of Moveline Preferred Stock, including but not limited
to under the Moveline Shareholders Agreements and such contribution and
subscription agreement.
(b) Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting the "." at the end of the definition of "Asset Sale" and inserting
in lieu thereof "or the Moveline Transaction."
(c) Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting the definition of "Net Cash Proceeds" in its entirety and inserting
in lieu thereof:
"NET CASH PROCEEDS": with respect to any Asset Sale (including any
Sale and Leaseback Transaction permitted under subsection 8.12), any sale
of Moveline Preferred Stock, any issuance of any debt securities or any
borrowings by Holding or any of its Subsidiaries (other than issuances and
borrowings permitted pursuant to subsection 8.2 hereof and Section 5.4.2 of
the Guarantee and Collateral Agreement), any Permitted Receivables
Securitization, an amount equal to the gross proceeds in cash and Cash
Equivalents of such Asset Sale, sale of Moveline Preferred Stock, issuance,
borrowing or Permitted Receivables Securitization, net of (i) reasonable
attorneys' fees, accountants' fees, brokerage, consultant and other
customary fees, underwriting commissions and other reasonable fees and
expenses actually incurred in connection with such Asset Sale, sale of
Moveline Preferred Stock, issuance, borrowing or Permitted Receivables
Securitization, (ii) taxes paid or reasonably estimated to be payable as a
result thereof, (iii) appropriate amounts provided or to be provided by
Holding or any of its Subsidiaries as a reserve, in accordance with GAAP,
against any liabilities associated with such Asset Sale or sale of Moveline
Preferred Stock and retained by Holding or any such Subsidiary after such
Asset Sale or sale of Moveline Preferred Stock and other appropriate
amounts to be used by Holding or any of its Subsidiaries to discharge or
pay on a current basis any other liabilities associated with such Asset
Sale or sale of Moveline Preferred Stock, (iv) in the case of a sale or
Sale and Leaseback Transaction of or involving an asset subject to a Lien
securing any Indebtedness, payments made and installment payments required
to be made to repay such Indebtedness, including payments in respect of
principal, interest and prepayment premiums and penalties and (v) in the
case of any Permitted Receivables Securitization, any escrowed or pledged
cash proceeds which effectively secure, or are required to be maintained as
reserves by the applicable Receivables Subsidiary for, the Indebtedness of
the Parent Borrower and its Subsidiaries in respect of, or the obligations
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of the Parent Borrower and its Subsidiaries under, such Permitted
Receivables Securitization.
SECTION 3. AMENDMENT OF SUBSECTION 4.4(c) (OPTIONAL AND MANDATORY
PREPAYMENTS AND COMMITMENT REDUCTIONS). Subsection 4.4(c) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
inserting the following in lieu thereof:
(c) If (i) Holding or any of its Subsidiaries shall incur Indebtedness
for borrowed money (other than Indebtedness permitted pursuant to
subsection 8.2 hereof and Section 5.4.2 of the Guarantee and Collateral
Agreement) pursuant to a public offering or private placement or otherwise,
(ii) Holding or any of its Subsidiaries shall make an Asset Sale (other
than pursuant to clauses (i), (ii), (iii), (iv), (v), (vi) and (viii) of
subsection 8.6(a)), (iii) Holding or any of its Subsidiaries shall enter
into a Permitted Receivables Securitization, (iv) Holding or any of
Subsidiaries shall receive in excess of $20,000,000 of Net Cash Proceeds
from Sale and Leaseback Transactions during the term of this Agreement or
(v) Holding or any of its Subsidiaries shall sell, or receive any payment
in cash or Cash Equivalents upon any merger, redemption, liquidation or
similar transaction in exchange for, the Moveline Preferred Stock, then, in
each case, the Borrowers shall prepay the Loans and cash collateralize the
L/C Obligations in an amount equal to (v) in the case of the incurrence of
any such indebtedness, 100% of the Net Cash Proceeds thereof, (w) in the
case of any such Asset Sale, 100% of the Net Cash Proceeds thereof MINUS
any Reinvested Amounts, (x) in the case of any such Permitted Receivables
Securitization, 100% of the Net Cash Proceeds thereof, (y) in the case of
any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds to
the extent such Net Cash Proceeds, together with the Net Cash Proceeds of
any other Sale and Leaseback Transaction entered into by Holding or any of
its Subsidiaries, exceeds $20,000,000 and (z) in the case of any such sale
or other payment in respect of the Moveline Preferred Stock, 100% of the
Net Cash Proceeds thereof, in each such case, with such prepayment to be
made on the date of receipt of any such Net Cash Proceeds. Nothing in this
paragraph (c) shall limit the rights of the Administrative Agent and the
Lenders set forth in Section 9.
SECTION 4. AMENDMENT TO SUBSECTION 8.3 (LIMITATION ON LIENS).
Subsection 8.3 of the Credit Agreement is hereby amended by (a) deleting the
"and" at the end of paragraph (r), (b) deleting the "." and inserting in lieu
thereof "; and" at the end of paragraph (s) and (c) inserting the following
after paragraph (s):
(t) Liens on the Moveline Contributed Assets arising out of or
resulting from the execution, delivery and performance of any agreements in
connection with the Moveline Transaction.
SECTION 5. AMENDMENT TO SUBSECTION 8.4 (LIMITATION ON GUARANTEE
OBLIGATIONS). Subsection 8.4 of the Credit Agreement is hereby amended by (a)
deleting the "and" at the end of paragraph (p), (b) deleting the "." and
inserting in lieu thereof "; and" at the end of paragraph (q) and (c) inserting
the following after paragraph (q):
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(r) Guaranty Obligations in respect of obligations of Moveline not to
exceed $750,000 in the aggregate.
SECTION 6. AMENDMENT TO SUBSECTION 8.6(a) (LIMITATION ON SALE OF
ASSETS). Subsection 8.6(a) of the Credit Agreement is hereby amended by (a)
deleting the "and" at the end of paragraph (x), (b) deleting the "." and
inserting in lieu thereof ";" at the end of paragraph (xi) and (c) inserting the
following after paragraph (xi):
(xii) the contribution or other Disposition of Meridian Resources
Limited, the Moveline Contributed Assets and the Moveline Human Capital in
consideration of or in exchange for Moveline Preferred Stock; and
(xiii) any sale or other Disposition of Moveline Preferred Stock in
connection with the Moveline Transaction.
SECTION 7. AMENDMENT TO SUBSECTION 8.9 (LIMITATIONS ON INVESTMENTS,
LOANS AND ADVANCES). Subsection 8.9 of the Credit Agreement is hereby amended by
(a) deleting the "and" at the end of paragraph (s), (b) deleting the "." and
inserting in lieu thereof "; and" at the end of paragraph (t) and (c) inserting
the following after paragraph (t):
(u) the Investment in or consisting of Moveline Preferred Stock with
an aggregate original stated value of $17,250,000 received in consideration
of or in exchange for Meridian Resources Limited, the Moveline Contributed
Assets and the Moveline Human Capital in connection with the Moveline
Transaction and any additional Investments in Moveline Preferred Stock not
to exceed $5,000,000 in the aggregate.
SECTION 8. AMENDMENT TO SUBSECTION 8.11 (LIMITATION ON TRANSACTIONS
WITH AFFILIATES). Subsection 8.11 of the Credit Agreement is hereby amended by
(a) deleting the "or" at the end of paragraph (v), (b) deleting the "." and
inserting in lieu thereof "; or" at the end of paragraph (vi) and (c) inserting
the following after paragraph (vi):
(vii) the Moveline Transaction and any transaction involving, among
others, the Parent Borrower and Moveline in connection therewith, including
the execution, delivery and performance of the Moveline Shareholders
Agreements and the agreements described in paragraphs (a) and (c) of the
definition of the term "Moveline Transaction".
SECTION 9. AMENDMENTS TO THE GUARANTEE AND COLLATERAL AGREEMENT. (a)
Subsection 5.4.2 of the Guarantee and Collateral Agreement is hereby amended by
(i) deleting the ":" at the end of the second line thereof and inserting in lieu
thereof ", Holding shall not;", (ii) deleting the "and" at the end of clause (k)
of paragraph (i), and (iii) deleting the ";" at the end of paragraph (i) and
inserting the following in lieu thereof:
, and (m) in connection with the Moveline Transaction, the entry into a
non-competition agreement with respect to the Moveline Business and the
entry into such other agreements as Holding may deem reasonably necessary
to cause its Subsidiaries to enter
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into the Moveline Transaction and to guaranty the performance by such
Subsidiaries of their respective obligations in connection therewith;
(b) The information set forth in Annex I hereto is hereby added to
Schedule 2 to the Guarantee and Collateral Agreement and Schedule 2 to the
Guarantee and Collateral Agreement is hereby amended to include such additional
information.
SECTION 10. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on the date (the "AMENDMENT EFFECTIVE DATE") on which (a) the Parent
Borrower and the Required Lenders shall have executed and delivered to the
Administrative Agent this Amendment and each Guarantor shall have executed the
Acknowledgment and Consent in the form annexed hereto and (b) the Administrative
Agent shall have received evidence, in form and substance reasonably
satisfactory to it, that Moveline has received gross cash proceeds of
$25,000,000 from the issuance by Moveline of its common equity, representing
approximately 50% of the initial fully diluted Capital Stock of Moveline, to
CD&R Fund V.
SECTION 11. REPRESENTATIONS AND WARRANTIES. In order to induce the
Administrative Agent and the Lenders to enter into this Amendment, the Parent
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders that the representations and warranties made by the Parent Borrower in
Section 5 of the Credit Agreement are true and correct in all material respects
on and as of the Amendment Effective Date, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of the Amendment Effective
Date, except to the extent such representations and warranties expressly relate
to a specific earlier date, in which case such representations and warranties
were true and correct as of such earlier date.
SECTION 12. PAYMENT OF EXPENSES. The Parent Borrower agrees to pay or
reimburse the Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
SECTION 13. PLEDGED SHARES. The Parent Borrower hereby agrees,
promptly upon receipt thereof, to deliver to the Administrative Agent all the
shares of Capital Stock issued to the Parent Borrower in exchange for its
Investment in Moveline (the "ADDITIONAL PLEDGED SHARES"), along with executed
undated stock powers for such Additional Pledged Shares.
SECTION 14. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. On and
after the Amendment Effective Date, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or any Agent under any of the Loan
Documents. Except as
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expressly amended herein, all of the provisions of the Credit Agreement and the
other Loan Documents are and shall remain in full force and effect in accordance
with the terms thereof and are hereby in all respects ratified and confirmed.
SECTION 15. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 16. COUNTERPARTS. This Amendment may be executed by the
parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Amendment signed by all the
parties shall be lodged with the Parent Borrower and the Administrative Agent.
SECTION 17. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the Parent Borrower and its successors and
assigns, and upon the Administrative Agent and the Lenders and their successors
and assigns. The execution and delivery of this Amendment by any Lender prior to
the Amendment Effective Date shall be binding upon its successors and assigns
and shall be effective as to any loans or commitments assigned to it after such
execution and delivery.
SECTION 18. REVIEW OF SHAREHOLDERS AGREEMENTS. The Administrative
Agent agrees that it shall promptly after the date on which any Moveline
Shareholders Agreements are delivered by the Parent Borrower to the
Administrative Agent deliver a notice (either written or oral) to the Parent
Borrower, specifying either (i) the modifications required to be made to the
Moveline Shareholders Agreements in order for them to be reasonably satisfactory
to the Administrative Agent or (ii) that the Moveline Shareholders Agreements
are reasonably satisfactory to the Administrative Agent.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
NORTH AMERICAN VAN LINES, INC.
By: /s/ Ralph A. Ford
------------------------------------
Name: Ralph A. Ford
Title: Secretary
THE CHASE MANHATTAN BANK
as Administrative Agent and as a Lender
By: /s/ William J. Caggiano
------------------------------------
Name: William J. Caggiano
Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Eugene F. Kenny
------------------------------------
Name: Eugene F. Kenny
Title: Assistant Vice President
BANK OF AMERICA, N.A.
By: /s/ W. Thomas Barnett
------------------------------------
Name: W. Thomas Barnett
Title: Managing Director
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ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Steven Gorski
------------------------------------
Name: STEVEN GORSKI
Title: VICE PRESIDENT &
SENIOR CREDIT ANALYST
BANKERS TRUST COMPANY
By: /s/ Diane F. Rolfe
------------------------------------
Name: Diane F. Rolfe
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Brandon Meyerson
------------------------------------
Name: Brandon Meyerson
Title: Assistant Vice President
HELLER FINANCIAL, INC.
By: /s/ Scott Ziemke
------------------------------------
Name: Scott Ziemke
Title: Assistant Vice President
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HSBC BANK USA
By: /s/ Paul M. Harrington
------------------------------------
Name: Paul M. Harrington
Title: Authorized Signatory
KZH ING-2 L.L.C.
By: /s/ Virginia Conway .
------------------------------------
Name: Virginia Conway
Title: Authorized Agent
MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By: /s/ Mark A. Minnick
------------------------------------
Name: Mark A. Minnick
Title: Senior Vice President
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By: /s/ Lisa M. Mincheski
------------------------------------
Name: Lisa M. Mincheski
Title: Managing Director
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NUVEEN SENIOR INCOME FUND
By: Nuveen Senior Loan Asset
Management, Inc.
By: /s/ Lisa M. Mincheski
------------------------------------
Name: Lisa M. Mincheski
Title: Managing Director
THE PROVIDENT BANK
By: /s/ Thomas W. Doe
------------------------------------
Name: Thomas W. Doe
Title: Vice President
SUNTRUST BANK, CENTRAL FLORIDA, NA
By: /s/ Shelley M. Browne
------------------------------------
Name: Shelley M. Browne
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
------------------------------------
Name: F.C.H. Ashby
Title: Senior Manager Loan
Operations
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VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory
Corp.
By: /s/ Darvin D. Pierce
------------------------------------
Name: Darvin D. Pierce
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory
Corp.
By: /s/ Darvin D. Pierce
------------------------------------
Name: Darvin D. Pierce
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory
Corp.
By: /s/ Darvin D. Pierce
------------------------------------
Name: Darvin D. Pierce
Title: Vice President
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations as guarantors under the
Guarantee and Collateral Agreement, dated as of November 19, 1999, made by
the undersigned corporations in favor of the Administrative Agent, for the
benefit of the Lenders, hereby (a) consents to the transactions contemplated
by this Amendment and (b) acknowledges and agrees that the guarantees (and
grants of collateral security therefor) as contained in such Guarantee and
Collateral Agreement are, and shall remain, in full force and affect after
giving affect to this Amendment.
ALLIED WORLDWIDE, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
FLEET INSURANCE MANAGEMENT, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
FRONTRUNNER WORLDWIDE, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
GREAT FALLS NORTH AMERICAN, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
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NACAL, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
NAVTRANS INTERNATIONAL FREIGHT
FORWARDING, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
NORTH AMERICAN DISTRIBUTION
SYSTEMS, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
NORTH AMERICAN LOGISTICS, LTD.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
NORTH AMERICAN VAN LINES OF TEXAS, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
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RELOCATION MANAGEMENT SYSTEMS, INC.
By: /s/ Ralph A. Ford
------------------------------------
Name: Ralph A. Ford
Title: Secretary
A RELOCATION SOLUTIONS MANAGEMENT
COMPANY
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
ALLIED FREIGHT FORWARDING, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
ALLIED VAN LINES, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
ALLIED INTERNATIONAL N.A., INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
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ALLIED VAN LINES TERMINAL COMPANY
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title:
VANGUARD INSURANCE AGENCY, INC.
By: /s/ Robert Henry
------------------------------------
Name: Robert Henry
Title: