Joint Escrow Instruction And Release Agreement

Exhibit 10.26


JOINT ESCROW INSTRUCTION AND RELEASE AGREEMENT


This Joint Escrow Instruction and Release Agreement is entered into this 17th day of February 2000 by and among FedEx Global Logistics, Inc. (formerly FDX Global Logistics, Inc. and FDX Logistics, Inc.), a Delaware corporation ("FedEx Logistics"), FedEx Corporation (formerly FDX Corporation), a Delaware corporation ("Parent"), GeoLogistics Corporation, a Delaware corporation ("GeoLogistics"), and GeoLogistics Americas Inc., on its own behalf and as successor by merger to GeoLogistics Air Services Inc. ("Americas"). Defined terms used herein shall have the meanings ascribed thereto in that certain Asset Purchase Agreement dated as of August 6, 1999 (the "Purchase Agreement") by and among Parent, FedEx Logistics, GeoLogistics, Americas and GeoLogistics Air Services Inc. ("GLAS").


WHEREAS, the parties to the Purchase Agreement consummated the transactions contemplated by the Purchase Agreement on September 10, 1999 and pursuant to the terms of the Purchase Agreement, the parties deposited an aggregate of $10,000,000 in an escrow account (the "Escrow Account") with U.S. Bank Trust, National Association, as escrow agent (the "Escrow Agent");


WHEREAS, pursuant to Section 13.1.2 of the Purchase Agreement, GeoLogistics, Americas and GLAS jointly and severally agreed to indemnify and hold harmless the Purchaser Indemnitees certain amounts with respect to unpaid 150-Day Receivables ("Overdue 150-Day Receivables"); and


WHEREAS, the parties desire to amend the provisions of the Purchase Agreement with respect to indemnification for Overdue 150-Day Receivables to provide that such receivables shall be retained by FedEx Logistics in consideration for payment in the amount of $2,000,000 by GeoLogistics to FedEx Logistics from amounts on deposit with the Escrow Agent pursuant to the Escrow Agreement (the "Escrow Funds") in respect of such receivables and to amend the provisions of the Purchase Agreement and that certain Escrow Agreement dated as of September 10, 1999 by and among GeoLogistics, FedEx Logistics and the Escrow Agent to provide that the Escrow Funds shall be released forthwith in the manner and amounts described below.


NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. In consideration for the payment by GeoLogistics to FedEx Logistics of $2,000,000 as set forth below and the retention by FedEx Logistics of the Overdue 150-Day Receivables, FedEx Logistics and GeoLogistics agree that on February 18, 2000, $2,000,000 of the Escrow Amount shall be wire transferred by the Escrow Agent to FedEx Logistics to the account set forth below and all remaining funds constituting the Escrow Amount, including all accrued interest on the Escrow Amount, shall be wire transferred by th ...