0000950172-05-000183.txt : 20120703 0000950172-05-000183.hdr.sgml : 20120703 20050118170935 ACCESSION NUMBER: 0000950172-05-000183 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050118 DATE AS OF CHANGE: 20050118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VASTERA INC CENTRAL INDEX KEY: 0001075056 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 541616513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59655 FILM NUMBER: 05534347 BUSINESS ADDRESS: STREET 1: 45025 AVIATION DR STREET 2: STE 200 CITY: DULLES STATE: VA ZIP: 20166 MAIL ADDRESS: STREET 1: 45025 AVIATION DRIVE STREET 2: STE 200 CITY: DULLES STATE: VA ZIP: 20166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JPMorgan Chase Bank, National Association CENTRAL INDEX KEY: 0000835271 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 134994650 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHASE MANHATTAN BANK /NY/ DATE OF NAME CHANGE: 19960911 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANK DATE OF NAME CHANGE: 19930521 SC 13D 1 was5209.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. __)* Vastera, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share ------------------------------------------------------------------------------- (Title of Class of Securities) 92239N109 ------------------------------------------------------------------------------- (CUSIP Number) Anthony Horan, Esq. JPMorgan Chase Bank, National Association 270 Park Ave. 35th Floor New York, NY 10017 212-270-7122 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Marcia Nirenstein, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Ave., N.W. Washington, DC 20005 202-371-7000 January 6, 2005 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. / / *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 15 Pages SCHEDULE 13D -------------------------------- ------------------------------------ CUSIP No. 92239N109 Page 2 of 15 Pages ----------------------- ------ -------- -------------------------------- ------------------------------------ ---------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JPMorgan Chase Bank, National Association ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) // (b) // ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ 3 SEC USE ONLY ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) OO ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION National Banking Association ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES None ------------------------------------------------------------------ ------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,948,351 shares of common stock (1) ------------------------------------------------------------------ ------------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING None ------------------------------------------------------------------ ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER PERSON WITH None ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,948,351 shares of common stock (1) ---------- ----------------------------------------------------------------- ---------- ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) // (See Item 6) ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.3% (2) ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) BK ---------- ------------------------------------------------------------------ ---------- ------------------------------------------------------------------ (1) Represents the aggregate number of shares of the issuer's common stock held by the stockholders listed on Schedule B of this Schedule 13D, each of whom ---------- entered into a voting agreement dated as of January 6, 2005 with JPMorgan Chase Bank, National Association ("JPM") obligating the holder to vote such shares in Page 2 of 15 Pages favor of the proposed acquisition of the issuer by JPM and related matters, and with respect to which such stockholders granted JPM a proxy granting JPM the right to vote on each stockholder's behalf in favor of such matters. JPM expressly disclaims beneficial ownership of any of the shares of the issuer's common stock subject to the voting agreements and proxies. (2) Based on 42,248,756 shares of the issuer's common stock outstanding as of January 3, 2005, as represented by the issuer in the Agreement and Plan of Merger discussed in Items 3 and 4 below. Page 3 of 15 Pages The information set forth in response to each separate Item shall be deemed to be a response to all Items where such information is relevant. Item 1. Security and Issuer. The class of equity securities to which this statement relates is common stock, par value $0.01, of Vastera, Inc., a Delaware corporation ("Vastera"). The principal executive offices of Vastera are located at 45025 ------- Aviation Drive, Suite 300, Dulles, VA 20166. Item 2. Identity and Background. (a) The name of the entity filing this statement is JPMorgan Chase Bank, National Association, a national banking association ("JPM"). --- (b) The address of JPM's principal office is 1111 Polaris Parkway, Columbus, OH 43240. (c) JPM is a wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMC"), a global financial services firm, which expressly disclaims beneficial ownership of the shares reported herein. (d) and (e) Except as noted below, during the past five years, neither JPM nor any other person named on Schedule A attached hereto, has been (i) convicted in ---------- a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Securities & Exchange Commission ("SEC") alleged that during the period of December 1997 to September 2001, JPMC aided and abetted Enron Corp.'s violation of the antifraud provisions of the Federal Securities Laws, Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5. The complaint alleged that Enron Corp. manipulated its reported financial results through a series of commodity derivatives transactions known as prepays which were entered into with JPMC. On July 28, 2003, JPMC consented, without admitting or denying the allegations of the complaint, to the entry by the United States District Court for the Southern District of Texas of a final judgment: (1) enjoining JPMC, its agents, servants, employees, attorneys, assigns and all persons in active concert or participation with them who receive actual notice of the final judgment by personal service or otherwise from violating, directly or indirectly, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; and (2) ordering JPMC to pay a total of $135,000,000: $65,000,000 representing disgorgement, prejudgment interest thereon in the amount of $5,000,000, and a civil penalty of $65,000,000 pursuant to Section 21(d) of the Exchange Act. No portion of the penalty was waived. JPMC made payment of $135,000,000 on July 28, 2003. (f) See Schedule A attached hereto. ---------- Page 4 of 15 Pages Item 3. Source and Amount of Funds or Other Consideration. Vastera entered into an Agreement and Plan of Merger, dated January 6, 2005, a copy of which is attached hereto as Exhibit 1 (the "Merger Agreement") with JPM --------- ---------------- and a wholly-owned subsidiary of JPM ("JPM Merger Sub") that provides for the -------------- acquisition of Vastera by JPM by means of a merger of JPM Merger Sub with and into Vastera. As a result of the merger, Vastera would become a wholly-owned subsidiary of JPM. As an inducement for JPM to enter into the Merger Agreement and in consideration thereof, certain Vastera stockholders identified on Schedule B (collectively, the "Stockholders"), entered into separate voting ---------- ------------ agreements with JPM, dated as of January 6, 2005, copies of which are attached hereto as Exhibit 2 and Exhibit 3 and more fully described in Item 4, whereby --------- --------- each Stockholder agreed to vote all of the shares of Vastera common stock currently beneficially owned by such Stockholder or acquired by such Stockholder after such date in favor of the merger and related matters. Each of these Stockholders also granted JPM an irrevocable proxy granting JPM the right to vote such shares in favor of such matters (the voting agreement and proxies together are referred to herein as the "Voting Agreements"). JPM did not pay ------------------ additional consideration to the Stockholders in exchange for the Voting Agreements. References to, and descriptions of, the merger, the Merger Agreement and the Voting Agreements throughout this Schedule 13D are qualified in their entirety by reference to the Merger Agreement included as Exhibit 1 to this Schedule 13D --------- and the Voting Agreements included as Exhibit 2 and Exhibit 3 to this Schedule --------- --------- 13D. These agreements are incorporated into this Schedule 13D where such references and descriptions appear. Item 4. Purpose of Transaction. (a)-(b) As described in Item 3 above, this Schedule 13D relates to the proposed acquisition of Vastera by JPM pursuant to the terms of the Merger Agreement. To induce JPM to enter into the Merger Agreement, the Stockholders entered into the Voting Agreements. The purpose of the Voting Agreements is to facilitate the consummation of the merger. The Merger Agreement provides that, at the effective time of the merger, each outstanding share of Vastera common stock will be converted into the right to receive $3.00 cash, without interest. In addition, each outstanding option to purchase shares of Vastera common stock (whether vested or not) will be cancelled in exchange for a payment to the option holder of a cash amount equal to the excess, if any, of $3.00 over the exercise price of the option. By executing the Voting Agreements, the Stockholders have (i) agreed to vote all of the shares of Vastera common stock currently beneficially owned by them or acquired prior to the expiration of the Voting Agreement, in favor of the merger, adoption of the Merger Agreement and any other matter that could reasonably be expected to facilitate the merger, and (ii) granted irrevocable proxies to JPM granting JPM the right to vote such shares as specified in clause (i). The Stockholders may vote such shares on all other matters submitted to the Vastera stockholders for their approval. Page 5 of 15 Pages (c) Not applicable. (d) It is anticipated that upon consummation of the merger, the directors of JPM Merger Sub shall become the directors of Vastera (the surviving corporation in the merger), until their respective successors are duly elected or appointed and qualified. (e) Other than as a result of the merger described in Item 3 and above in this Item 4, not applicable. (f) Not applicable. (g) Upon consummation of the merger, the Certificate of Incorporation and Bylaws of Vastera shall be amended and restated in their entirety according to the terms of Section 1.5 of the Merger Agreement. (h)-(i) If the Merger is consummated as planned, Vastera's common stock will cease to be quoted on the Nasdaq Stock Market, Inc.'s National Market System and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. (j) Not applicable. Item 5. Interest in Securities of the Issuer. (a)-(b) As a result of the Voting Agreements, JPM may be deemed to be the beneficial owner of 11,948,351 shares of Vastera common stock. This number of shares represents approximately 28.3% of the issued and outstanding shares of Vastera common stock based on the number of shares outstanding as of January 3, 2005 (as represented by Vastera in the Merger Agreement). JPM disclaims any beneficial ownership of such shares, and nothing herein shall be deemed to be an admission by JPM as to the beneficial ownership of such shares. To JPM's knowledge, no shares of Vastera's common stock are beneficially owned by any of the persons identified in Schedule A to this Schedule 13D. ---------- (b) JPM may be deemed to have shared voting power of the 11,948,351 shares of Vastera common stock held by stockholders of Vastera who entered into the Voting Agreements due to JPM's right under the Voting Agreements to direct the voting of such shares with respect to the matters specified in the other matters, and does not possess any other rights as a Vastera stockholder with respect to such shares. Information required by Item 2 (a)-(c) with respect to each stockholder of Vastera that entered into a Voting Agreement with JPM is set forth on Schedule B. To JPM's knowledge, none of the persons identified on Schedule B ---------- ---------- (i) has been convicted in a criminal proceeding (excluding traffic violations Page 6 of 15 Pages or similar misdemeanors) during the last five years, or (ii) was a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. To JPM's knowledge, each of the individuals identified on Schedule B is a citizen of ---------- the United States. (c) To JPM's knowledge, no transactions in Vastera's common stock have been effected during the past sixty days by any person named pursuant to Item 2. (d) To JPM's knowledge, no person other than the Stockholders identified on Schedule B has the right to receive or the power to direct the receipt of ---------- dividends from, or the proceeds from the sale of, such shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The terms of the Voting Agreements are described under Item 4(a)-(b) above. The Voting Agreements also apply to any shares of Vastera common stock acquired by the parties to such agreements after the date of the Voting Agreements. Item 7. Material to be filed as Exhibits. Exhibit 1 Agreement and Plan of Merger, dated January 6, 2005, by and among JPMorgan Chase Bank, National Association, JPM Merger Sub Inc., and Vastera, Inc. (incorporated by reference to Exhibit 10.1 to Vastera's Form 8-K Current Report filed January 7, 2005). Exhibit 2 Voting Agreement, dated January 6, 2005, by and among JPMorgan Chase Bank, National Association, TCV II, V.O.F., Technology Crossover Ventures II, L.P., TCV II(Q), L.P., TCV II Strategic Partners, L.P., Technology Crossover Ventures II, C.V., TCV IV, L.P. and TCV IV Strategic Partners, L.P. Exhibit 3 Voting Agreement, dated January 6, 2005, by and between JPMorgan Chase Bank, National Association and Ford Motor Company. Page 7 of 15 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 18, 2005 JPMorgan Chase Bank, National Association By: /s/Anthony Horan -------------------- Name: Anthony Horan Title: Secretary Page 8 of 15 Pages SCHEDULE A Directors and Executive Committee of JPMorgan Chase Bank, National Association. ------------------------------------------------------------------------------- Name, Position and Business Address (1) Present Principal Citizenship Occupation and Address of Employment ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Lawrence A. Bossidy 270 Park Avenue, Retired Chairman Director 35th Floor Honeywell International United States Citizen New York, NY 10017 Inc. (2) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- James S. Crown 270 Park Avenue, President Director 35th Floor Henry Crown and Company United States Citizen New York, NY 10017 (3) 2222 North LaSalle Street Chicago, IL 60601 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- James Dimon 270 Park Avenue, President & Chief Operating Director 35th Floor Officer United States Citizen New York, NY 10017 JPMorgan Chase & Co. (1) 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- William B. Harrison, Jr. 270 Park Avenue, Chairman & Chief Director 35th Floor Executive Officer United States Citizen New York, NY 10017 JPMorgan Chase & Co. (1) 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Laban P. Jackson, Jr. 270 Park Avenue, Chairman & Chief Director 35th Floor Executive Officer United States Citizen New York, NY 10017 Clear Creek Properties, Inc. (4) 2365 Harrodsburg Road #B230 Lexington, KY 40504 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Page 9 of 15 Pages ------------------------------------------------------------------------------- Name, Position and Business Address (1) Present Principal Citizenship Occupation and Address of Employment ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- David C. Novak 270 Park Avenue, Chairman & Chief Director 35th Floor Executive Officer United States Citizen New York, NY 10017 Yum! Brands, Inc. (5) 1441 Gardiner Lane Louisville, KY 40213 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Lee R. Raymond 270 Park Avenue, Chairman & Chief Director 35th Floor Executive Officer United States Citizen New York, NY 10017 Exxon Mobil Corporation (6) 5959 Las Colinas Boulevard Irving, TX 75039 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- John R. Stafford 270 Park Avenue, Retired Chairman Director 35th Floor Wyeth (7) United States Citizen New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Austin Adams 270 Park Avenue, Executive Committee - Executive Committee 35th Floor Technology United States Citizen New York, NY 10017 JPMorgan Chase & Co. 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- David Coulter 270 Park Avenue, Executive Committee - Executive Committee 35th Floor Vice Chairman United States Citizen New York, NY 10017 JPMorgan Chase & Co. 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Michael Cavanagh 270 Park Avenue, Executive Committee - Executive Committee 35th Floor Finance United States Citizen New York, NY 10017 JPMorgan Chase & Co. 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Page 10 of 15 Pages ------------------------------------------------------------------------------- Name, Position and Business Address (1) Present Principal Citizenship Occupation and Address of Employment ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- John Farrell 270 Park Avenue, Executive Committee Executive Committee 35th Floor Human Resources United States Citizen New York, NY 10017 JPMorgan Chase & Co. 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Joan Guggenheimer 270 Park Avenue, Executive Committee - Legal Executive Committee 35th Floor JPMorgan Chase & Co. United States Citizen New York, NY 10017 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Fred Hill 270 Park Avenue, Executive Committee - Executive Committee 35th Floor Marketing and United States Citizen New York, NY 10017 Communications JPMorgan Chase & Co. 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- William H. McDavid 270 Park Avenue, Executive Committee - Legal Executive Committee 35th Floor JPMorgan Chase & Co. United States Citizen New York, NY 10017 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Jeff Walker 270 Park Avenue, Executive Committee - Executive Committee 35th Floor Private Equity United States Citizen New York, NY 10017 JPMorgan Chase & Co. 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Don Wilson 270 Park Avenue, Executive Committee - Risk Executive Committee 35th Floor JPMorgan Chase & Co. United States Citizen New York, NY 10017 270 Park Avenue, 35th Floor New York, NY 10017 ------------------------------------------------------------------------------- Page 1l of 15 Pages (1) JPMorgan Chase Bank, National Association is a wholly-owned subsidiary of JPMorgan Chase & Co., a global financial services firm. (2) Honeywell International Inc. is a diversified technology and manufacturing company of aerospace products and services; control technologies for buildings, homes and industry; automotive products; power generation systems; specialty chemicals; fibers; plastics and advance materials. (3) Henry Crown and Company is an investment firm. (4) Clear Creek Properties, Inc. is a real estate development company. (5) Yum! Brands, Inc. is an organization engaged in the operation, development, franchising and licensing of restaurants. (6) Exxon Mobil Corporation is a global energy and petrochemical organization. (7) Wyeth is a research-based, global pharmaceutical and biotechnology company. Page 12 of 15 Pages Schedule B Parties to Voting Agreements with JPMorgan Chase Bank, National Association ------------------------------------------------------------------------------- Name and Address Shares of Vastera common stock ---------------- ------------------------------ owned as of January 6, 2005 --------------------------- ------------------------------------------------------------------------------- Ford Motor Company 8,000,000 Address ------- World Headquarters, Suite 1000 One American Road Dearborn, MI 48126 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TCV II, V.O.F. 19,904 Address ------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TCV II, L.P. 612,765 Address ------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TCV II(Q), L.P. 471,103 Address ------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TCV II STRATEGIC PARTNERS, L.P. 83,603 Address ------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Page 13 of 15 Pages ------------------------------------------------------------------------------- Name and Address Shares of Vastera common stock ---------------- ------------------------------ owned as of January 6, 2005 --------------------------- ------------------------------------------------------------------------------- TCV II, C.V. 93,556 Address ------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TCV IV, L.P. 2,571,535 Address ------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TCV IV, STRATEGIC PARTNERS, L.P. 95,885 Address ------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 ------------------------------------------------------------------------------- Page 14 of 15 Pages EXHIBIT INDEX Exhibit Number Document Exhibit 1 Agreement and Plan of Merger, dated January 6, 2005, by and among JPMorgan Chase Bank, National Association, JPM Merger Sub Inc., and Vastera, Inc. (incorporated by reference to Exhibit 10.1 to Vastera's Form 8-K Current Report filed January 7, 2005). Exhibit 2 Voting Agreement, dated January 6, 2005, by and among JPMorgan Chase Bank, National Association, TCV II, V.O.F., Technology Crossover Ventures II, L.P., TCV II(Q), L.P., TCV II Strategic Partners, L.P., Technology Crossover Ventures II, C.V., TCV IV, L.P. and TCV IV Strategic Partners, L.P. Exhibit 3 Voting Agreement, dated January 6, 2005, by and between JPMorgan Chase Bank, National Association and Ford Motor Company. Page 15 of 15 Pages EX-99 2 was5209ex99-1.txt EXHIBIT 2 f Exhibit 2 EXECUTION COPY VOTING AGREEMENT ---------------- VOTING AGREEMENT, dated as of January 6, 2005 (this "Agreement"), --------- among JPMorgan Chase Bank, National Association, a national banking association ("Parent"), and each person listed on the signature page hereof as ------ a stockholder (each, a "Stockholder" and, collectively, the "Stockholders") of ----------- ------------ the Company (as defined below). RECITALS WHEREAS, Vastera, Inc. is a corporation organized under the laws of the State of Delaware (the "Company"). Each Stockholder "beneficially ------- owns" (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of common stock, par value $0.01 per share, of the Company (the "Common ------ Stock") set forth opposite such Stockholder's name on Exhibit A hereto (such ----- ------- shares of Common Stock, together with all other shares of capital stock of the Company acquired by any Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the "Subject Shares"); -------------- and WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, JPM Merger Sub Inc., a corporation organized under the laws of the State of Delaware ("Merger Sub"), and the Company are entering into an ---------- Agreement and Plan of Merger (as the same may from time to time be modified, supplemented or restated, the "Merger Agreement") providing for the merger of ---------------- Merger Sub with and into the Company, with the Company surviving the Merger (the "Merger") upon the terms and subject to the conditions set forth therein; and ------ WHEREAS, as a condition to entering into the Merger Agreement, Parent has required that the Stockholders enter into this Agreement, and the Stockholders desire to enter into this Agreement to induce Parent to enter into the Merger Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1. Representations and Warranties of each Stockholder. Each -------------------------------------------------- Stockholder, severally and not jointly, represents and warrants to Parent as follows: (a) Authority. Such Stockholder is duly organized, validly --------- existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable). Such Stockholder has all requisite power (corporate or other) and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Stockholder. (b) No Conflicts. (i) No filing with any governmental body or ------------ authority,and no authorization, consent or approval of any other person is necessary for the execution of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby (except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended) and (ii) none of the execution and delivery of this Agreement by such Stockholders, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (A) if such Stockholder is not an individual, conflict with or result in any breach of the organizational documents of any Stockholder, (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its Subject Shares may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to such Stockholder or any of its Subject Shares, except for any of the foregoing as could not reasonably be expected to materially impair such Stockholder's ability to perform its obligations under this Agreement. (c) The Subject Shares. Exhibit A sets forth such Stockholder's ------------------ ------- name and the number of Subject Shares over which such Stockholder has record and beneficial ownership as of the date hereof. As of the date hereof, such Stockholder is the record or beneficial owner of the Subject Shares, or is trustee of a trust that is the record holder of and whose beneficiaries are the beneficial owners of, such Subject Shares denoted as being owned by such Stockholder on Exhibit A and has the sole power to vote (or cause to be voted) ------- such Subject Shares. Except as set forth on such Exhibit A, neither such ------- Stockholder nor any controlled affiliate of such Stockholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect thereto. (d) Title. Such Stockholder has good and valid title to the ----- Subject Shares denoted as being owned by such Stockholder on Exhibit A, free and ------- clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement or as could not reasonably be expected to materially impair such Stockholder's ability to perform its obligations under this Agreement. (e) Reliance By Parent. Such Stockholder understands and ------------------ acknowledges that Parent is entering into, and causing Merger Sub to enter into, the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. 2 (f) Litigation. To the knowledge of such Stockholder, there is no ---------- action, proceeding or investigation pending or threatened against such Stockholder that questions the validity of this Agreement or any action taken or to be taken by such Stockholder in connection with this Agreement. Section 2. Representations And Warranties Of Parent. Parent hereby ---------------------------------------- represents and warrants to the Stockholders as follows: (a) Due Organization, Etc. Parent is duly organized, validly --------------------- existing and in good standing under the laws of the State of Delaware. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Parent and constitutes a valid and binding obligation of Parent enforceable in accordance with its terms. (b) Conflicts. (i) No filing with any governmental authority, and --------- no authorization, consent or approval of any other person is necessary for the execution of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Parent, the consummation by Parent of the transactions contemplated hereby or compliance by Parent of any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of Parent, (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, understanding, agreement or other instrument or obligation to which Parent is a party or by which Parent or any of its assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as could not reasonably be expected to impair Parent's ability to perform its obligations under this Agreement. (c) Reliance By The Stockholders. Parent understands and ---------------------------- acknowledges that the Stockholders are entering into this Agreement in reliance upon the execution and delivery of the Merger Agreement by Parent. Section 3. Covenants Of Each Stockholder. Until the termination of ----------------------------- this Agreement in accordance with Section 5, each Stockholder, in its capacity as such, agrees, severally and not jointly, as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought from the stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement and each of the Transactions. Any such vote shall be cast or consent shall be given in 3 accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Each Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) Such Stockholder hereby appoints Tod Burwell and Paul Simpson, and each of them individually, as such Stockholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 3(a). This proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Each Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 3(b) by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (c) Except as provided in Section 3(b), such Stockholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any -------- agreement, option or other arrangement with respect to, or consent, a Transfer of, any or all of the Subject Shares to any person, that is inconsistent with its obligations under this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, in each case that is inconsistent with this Agreement. (d) Such Stockholder hereby represents that it is not now engaged in discussions or negotiations with any party other than Parent with respect to any Acquisition Proposal. (e) At the request of Parent, such Stockholder shall use all reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of this Agreement. Section 4. Stockholder Capacity. No Person executing this Agreement -------------------- who is or becomes during the term of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person's capacity as a director or officer. Each Stockholder is entering into this Agreement solely in his or her capacity as the record holder or 4 beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Stockholder in his or her capacity as a director or officer of the Company. Section 5. Termination. This Agreement shall terminate (i) upon the ----------- earlier of (A) the Effective Time and (B) the date of the termination of the Merger Agreement and (C) with respect to a Stockholder who suffers a material adverse effect from an amendment made to the Merger Agreement, the date on which such amendment is made to the Merger Agreement and (D) with respect to a Stockholder who sells its Subject Shares as permitted by this Agreement, the date of such sale and (E) August 31, 2005, or (ii) at any time upon notice by Parent to the Stockholders. No party hereto shall be relieved from any liability for breach by such party of this Agreement by reason of any such termination. Notwithstanding the foregoing, Section 6 and Sections 9 through 21, inclusive, of this Agreement shall survive the termination of this Agreement. Except as specifically provided in the preceding sentence, all representations, warranties, covenants and agreements set forth herein shall terminate as of the Effective Time. Section 6. Appraisal Rights. To the extent permitted by applicable ---------------- law, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have under applicable law. Section 7. Publication. Each Stockholder hereby authorizes Parent and ----------- the Company to publish and disclose in the press release announcing the transaction and in the Proxy Statement and the Registration Statement (including any and all documents and schedules filed with the Securities and Exchange Commission relating thereto) its identity and ownership of shares of Common Stock as each are set forth on Exhibit A attached hereto and the nature of such Stockholder's commitments, arrangements and understandings pursuant to this Agreement. Parent and/or the Company will allow each Stockholder an opportunity to review and comment on any language in the press release announcing the transaction and in the Proxy Statement and the Registration Statement that refers to such Stockholder. Section 8. Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the laws of the State of Delaware, without regard to any principles or rules of conflicts of laws thereof. Section 9. Jurisdiction; Waiver Of Jury Trial. ---------------------------------- (a) Each of the parties hereto irrevocably and unconditionally (i) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in the courts of the State of Delaware or the United States District Court for the District of Delaware (each, a "Delaware Court"), -------------- (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in any Delaware Court, and any claim that any such action or proceeding brought in any Delaware Court has been brought in an inconvenient forum, and (iii) submits to the non-exclusive jurisdiction of Delaware Courts in any suit, 5 action or proceeding. Each of the parties agrees that a judgment in any suit, action or proceeding brought in a Delaware Court shall be conclusive and binding upon it and may be enforced in any other courts to whose jurisdiction it is or may be subject, by suit upon such judgment. (b) EACH OF THE PARTIES AGREES AND ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. Section 10. Specific Performance. Each Stockholder acknowledges and -------------------- agrees that (i) the covenants, obligations and agreements of such Stockholder contained in this Agreement relate to special, unique and extraordinary matters, (ii) Parent is and will be relying on such covenants in connection with entering into the Merger Agreement and the performance of its obligations under the Merger Agreement, and (iii) a violation of any of the terms of such covenants, obligations or agreements will cause Parent irreparable injury for which adequate remedies are not available at law. Therefore, each Stockholder agrees that Parent shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain such Stockholder from committing any violation of such covenants, obligations or agreements. The parties further agree that specific performance is the only remedy available to Parent under this Agreement and monetary damages will not be available to Parent under any circumstances, even if specific performance is not available for any reason whatsoever. Section 11. Amendment, Waivers, Etc. Neither this Agreement nor any ----------------------- term hereof may be amended or otherwise modified other than by an instrument in writing signed by Parent and the affected Stockholders. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought. Section 12. Assignment; No Third Party Beneficiaries. This Agreement ---------------------------------------- shall not be assignable or otherwise transferable by a party without the prior consent of the other parties, and any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of no effect; provided, however, that Parent may, in its sole discretion, assign or transfer all or any of its rights, interests and obligations under this Agreement to Merger Sub or any direct or indirect wholly-owned subsidiary of Parent. This Agreement shall be binding upon the respective heirs, legal representatives and permitted transferees of the parties hereto. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, legal representatives and permitted transferees, any right, remedy or claim under or 6 in respect of this Agreement or any provision hereof. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 13. Notices. All notices, consents, requests, instructions, ------- approvals and other communications provided for in this Agreement shall be in writing and shall be deemed validly given upon personal delivery or one day after being sent by overnight courier service or by telecopy (so long as for notices or other communications sent by telecopy, the transmitting telecopy machine records electronic conformation of the due transmission of the notice), at the following address or telecopy number, or at such other address or telecopy number as a party may designate to the other parties: If to Parent, to: JPMorgan Chase Bank, National Association 10420 Highland Mn Drive, Bl 2, 4th Fl Tampa, FL 33610 Attention: Tod R Burwell, Vice President Telephone No.: (813) 432-5281 Facsimile No.: (813) 432-5173 with copies to: JPMorgan Chase Bank, National Association Legal Department 1 Chase Manhattan Plaza, 25th Fl New York, NY 10081 Attention: Richard M. Gottlieb, Senior Vice President Telephone No.: (212) 552-1401 Facsimile No.: (212) 383-0249 and Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, DC 20005 Attention: Marcia R. Nirenstein Telephone: (202) 371-7000 Facsimile: (202) 393-5760 If to any Stockholder, to the addresses set forth under such Stockholder's name on Exhibit A hereto or to such other address as the party to ------- whom notice is to be given may have furnished to the other parties in writing in accordance herewith. 7 Section 14. Severability. If any provision of this Agreement is held ------------ to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. Section 15. Integration. This Agreement (together with the Merger ----------- Agreement solely to the extent referenced herein), including Exhibit A hereto, ------- constitutes the full and entire understanding and agreement of the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings or agreements relating to the subject matter of this Agreement. Section 16. Mutual Drafting. Each party hereto has participated in the --------------- drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. Section 17. Section Headings. The section headings of this Agreement ---------------- are for convenience of reference only and are not to be considered in construing this Agreement. Section 18. Counterparts. This Agreement may be executed in one or ------------ more counterparts (including by facsimile), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 19. Acknowledgement. The parties hereto acknowledge and agree --------------- that this Agreement is entered into pursuant to the provisions of Section 218(c) of the Delaware General Corporation Law. Section 20. Capitalized Terms. For purposes of this Agreement, ----------------- capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. Section 21. Definitions. References in this Agreement (except as ----------- specifically otherwise defined) to "affiliates" shall mean, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership of other ownership interests, by contract or otherwise. References in the Agreement to "person" shall mean an individual, a corporation, a partnership, an association, a trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including, without limitation, a governmental body or authority. [SIGNATURE PAGE FOLLOWS] 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and date first above written. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: -------------------------------- Name: Title: TCV II, V.O.F. By: -------------------------------- Name: Robert Bensky Title: TCV II, L.P. By: -------------------------------- Name: Robert Bensky Title: TCV II(Q), L.P. By: -------------------------------- Name: Robert Bensky Title: 9 TCV II STRATEGIC PARTNERS, L.P. By: -------------------------------- Name: Robert Bensky Title: TCV II, C.V. By: -------------------------------- Name: Robert Bensky Title: TCV IV, L.P. By: -------------------------------- Name: Robert Bensky Title: TCV IV, STRATEGIC PARTNERS, L.P. By: -------------------------------- Name: Robert Bensky Title: 10 Exhibit A STOCKHOLDERS ------------ ------------------------------------------------------------------------------- Name and Address Number of Subject Shares ---------------- ------------------------ ------------------------------------------------------------------------------- TCV II, V.O.F. 19,904 Notice Addresses ---------------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attn: Kimberly Madgett-Schwan Technology Crossover Ventures 56 Main Street, Suite 210 Millburn, NJ 07041 Attn: Robert Bensky ------------------------------------------------------------------------------- TCV II, L.P. 612,765 Notice Addresses ---------------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attn: Kimberly Madgett-Schwan Technology Crossover Ventures 56 Main Street, Suite 210 Millburn, NJ 07041 Attn: Robert Bensky ------------------------------------------------------------------------------- 11 ------------------------------------------------------------------------------- Name and Address Number of Subject Shares ---------------- ------------------------ ------------------------------------------------------------------------------- TCV II(Q), L.P. 471,103 Notice Addresses ---------------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attn: Kimberly Madgett-Schwan Technology Crossover Ventures 56 Main Street, Suite 210 Millburn, NJ 07041 Attn: Robert Bensky ------------------------------------------------------------------------------- TCV II STRATEGIC PARTNERS, L.P. 83,603 Notice Addresses ---------------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attn: Kimberly Madgett-Schwan Technology Crossover Ventures 56 Main Street, Suite 210 Millburn, NJ 07041 Attn: Robert Bensky ------------------------------------------------------------------------------- TCV II, C.V. 93,556 Notice Addresses ---------------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attn: Kimberly Madgett-Schwan Technology Crossover Ventures 56 Main Street, Suite 210 Millburn, NJ 07041 Attn: Robert Bensky ------------------------------------------------------------------------------- 12 ------------------------------------------------------------------------------- Name and Address Number of Subject Shares ---------------- ------------------------ ------------------------------------------------------------------------------- TCV IV, L.P. 2,571,535 Notice Addresses ---------------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attn: Kimberly Madgett-Schwan Technology Crossover Ventures 56 Main Street, Suite 210 Millburn, NJ 07041 Attn: Robert Bensky ------------------------------------------------------------------------------- TCV IV, STRATEGIC PARTNERS, L.P. 95,885 Notice Addresses ---------------- Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attn: Kimberly Madgett-Schwan Technology Crossover Ventures 56 Main Street, Suite 210 Millburn, NJ 07041 Attn: Robert Bensky ------------------------------------------------------------------------------- 13 EX-99 3 was5209ex99-2.txt EXHIBIT 3 Exhibit 3 EXECUTION COPY VOTING AGREEMENT ---------------- VOTING AGREEMENT, dated as of January 6, 2005 (this "Agreement"), --------- between JPMorgan Chase Bank, National Association, a national banking association ("Parent"), and the person listed on the signature page hereof as a stockholder (the "Stockholder") of the Company (as defined below). ----------- RECITALS WHEREAS, Vastera, Inc. is a corporation organized under the laws of the State of Delaware (the "Company"). The Stockholder "beneficially owns" ------- (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") ------------ set forth opposite the Stockholder's name on Exhibit A hereto (such shares of ------- Common Stock, together with all other shares of capital stock of the Company acquired by the Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the "Subject Shares"); and -------------- WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, JPM Merger Sub Inc., a corporation organized under the laws of the State of Delaware ("Merger Sub"), and the Company are entering into an ---------- Agreement and Plan of Merger (as the same may from time to time be modified, supplemented or restated, the "Merger Agreement") providing for the merger of ---------------- Merger Sub with and into the Company, with the Company surviving the Merger (the "Merger") upon the terms and subject to the conditions set forth therein; ------ and WHEREAS, as a condition to entering into the Merger Agreement, Parent has required that the Stockholder enter into this Agreement, and the Stockholder desires to enter into this Agreement to induce Parent to enter into the Merger Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1. Representations and Warranties of the Stockholder. The ------------------------------------------------- Stockholder represents and warrants to Parent as follows: (a) Authority. The Stockholder is duly organized, validly --------- existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable). The Stockholder has all requisite power (corporate or other) and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Stockholder. (b) No Conflicts. (i) No filing with any governmental body or ------------ authority, and no authorization, consent or approval of any other person is necessary for the execution of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby (except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended) and (ii) none of the execution and delivery of this Agreement by the Stockholder, the consummation by the Stockholder of the transactions contemplated hereby or compliance by the Stockholder with any of the provisions hereof shall (A) if the Stockholder is not an individual, conflict with or result in any breach of the organizational documents of the Stockholder, (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of its Subject Shares may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to the Stockholder or any of its Subject Shares, except for any of the foregoing as could not reasonably be expected to materially impair the Stockholder's ability to perform its obligations under this Agreement. (c) The Subject Shares. Exhibit A sets forth the Stockholder's ------------------ ------- name and the number of Subject Shares over which the Stockholder has record and beneficial ownership as of the date hereof. As of the date hereof, the Stockholder is the record or beneficial owner of the Subject Shares, or is trustee of a trust that is the record holder of and whose beneficiaries are the beneficial owners of, such Subject Shares denoted as being owned by the Stockholder on Exhibit A and has the sole power to vote (or cause to be voted) ------- such Subject Shares. Except as set forth on such Exhibit A, neither the ------- Stockholder nor any controlled affiliate of the Stockholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect thereto. (d) Title. The Stockholder has good and valid title to the ----- Subject Shares denoted as being owned by the Stockholder on Exhibit A, free and --------- clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement or as could not reasonably be expected to materially impair the Stockholder's ability to perform its obligations under this Agreement. (e) Reliance By Parent. The Stockholder understands and ------------------ acknowledges that Parent is entering into, and causing Merger Sub to enter into, the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. 2 (f) Litigation. To the knowledge of the Stockholder, there is no ---------- action, proceeding or investigation pending or threatened against the Stockholder that questions the validity of this Agreement or any action taken or to be taken by the Stockholder in connection with this Agreement. Section 2. Representations And Warranties Of Parent. Parent hereby ---------------------------------------- represents and warrants to the Stockholder as follows: (a) Due Organization, Etc. Parent is duly organized, validly --------------------- existing and in good standing under the laws of the State of Delaware. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Parent and constitutes a valid and binding obligation of Parent enforceable in accordance with its terms. (b) Conflicts. (i) No filing with any governmental authority, --------- and no authorization, consent or approval of any other person is necessary for the execution of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Parent, the consummation by Parent of the transactions contemplated hereby or compliance by Parent of any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of Parent, (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, understanding, agreement or other instrument or obligation to which Parent is a party or by which Parent or any of its assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as could not reasonably be expected to impair Parent's ability to perform its obligations under this Agreement. (c) Reliance By The Stockholder. Parent understands and --------------------------- acknowledges that the Stockholder is entering into this Agreement in reliance upon the execution and delivery of the Merger Agreement by Parent. Section 3. Covenants Of the Stockholder. Until the termination of ---------------------------- this Agreement in accordance with Section 5, the Stockholder, in its capacity as such, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought from the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement and each of the Transactions. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of 3 recording the results of such vote or consent. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) The Stockholder hereby appoints Tod Burwell and Paul Simpson, and each of them individually, as the Stockholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 3(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 3(b) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (c) Except as provided in Section 3(b), the Stockholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any -------- agreement, option or other arrangement with respect to, or consent, a Transfer of, any or all of the Subject Shares to any person, that is inconsistent with its obligations under this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, in each case that is inconsistent with this Agreement. (d) The Stockholder hereby represents that it is not now engaged in discussions or negotiations with any party other than Parent with respect to any Acquisition Proposal. (e) At the request of Parent, the Stockholder shall use all reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of this Agreement. Section 4. Stockholder Capacity. No Person executing this Agreement -------------------- who is or becomes during the term of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person's capacity as a director or officer. The Stockholder is entering into this Agreement solely in his or her capacity as the record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, the Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by the Stockholder in his or her capacity as a director or officer of the Company. 4 Section 5. Termination. This Agreement shall terminate (i) upon the ----------- earlier of (A) the Effective Time and (B) the date of the termination of the Merger Agreement and (C) with respect to a Stockholder who suffers a material adverse effect from an amendment made to the Merger Agreement, the date on which such amendment is made to the Merger Agreement and (D) with respect to a Stockholder who sells its Subject Shares as permitted by this Agreement, the date of such sale and (E) August 31, 2005, or (ii) at any time upon notice by Parent to the Stockholder. No party hereto shall be relieved from any liability for breach by such party of this Agreement by reason of any such termination. Notwithstanding the foregoing, Section 6 and Sections 9 through 21, inclusive, of this Agreement shall survive the termination of this Agreement. Except as specifically provided in the preceding sentence, all representations, warranties, covenants and agreements set forth herein shall terminate as of the Effective Time. Section 6. Appraisal Rights. To the extent permitted by applicable ---------------- law, the Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have under applicable law. Section 7. Publication. The Stockholder hereby authorizes Parent and ----------- the Company to publish and disclose in the press release announcing the transaction and in the Proxy Statement and the Registration Statement (including any and all documents and schedules filed with the Securities and Exchange Commission relating thereto) its identity and ownership of shares of Common Stock as each are set forth on Exhibit A attached hereto and the nature of the Stockholder's commitments, arrangements and understandings pursuant to this Agreement. Parent and/or the Company will allow the Stockholder an opportunity to review and comment on any language in the press release announcing the transaction and in the Proxy Statement and the Registration Statement that refers to the Stockholder. Section 8. Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the laws of the State of Delaware, without regard to any principles or rules of conflicts of laws thereof. Section 9. Jurisdiction; Waiver Of Jury Trial. ---------------------------------- (a) Each of the parties hereto irrevocably and unconditionally (i) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in the courts of the State of Delaware or the United States District Court for the District of Delaware (each, a "Delaware Court"), -------------- (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in any Delaware Court, and any claim that any such action or proceeding brought in any Delaware Court has been brought in an inconvenient forum, and (iii) submits to the non-exclusive jurisdiction of Delaware Courts in any suit, 5 action or proceeding. Each of the parties agrees that a judgment in any suit, action or proceeding brought in a Delaware Court shall be conclusive and binding upon it and may be enforced in any other courts to whose jurisdiction it is or may be subject, by suit upon such judgment. (b) EACH OF THE PARTIES AGREES AND ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. Section 10. Specific Performance. The Stockholder acknowledges and -------------------- agrees that (i) the covenants, obligations and agreements of the Stockholder contained in this Agreement relate to special, unique and extraordinary matters, (ii) Parent is and will be relying on such covenants in connection with entering into the Merger Agreement and the performance of its obligations under the Merger Agreement, and (iii) a violation of any of the terms of such covenants, obligations or agreements will cause Parent irreparable injury for which adequate remedies are not available at law. Therefore, the Stockholder agrees that Parent shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Stockholder from committing any violation of such covenants, obligations or agreements. The parties further agree that specific performance is the only remedy available to Parent under this Agreement and monetary damages will not be available to Parent under any circumstances, even if specific performance is not available for any reason whatsoever. Section 11. Amendment, Waivers, Etc. Neither this Agreement nor any ----------------------- term hereof may be amended or otherwise modified other than by an instrument in writing signed by Parent and the Stockholder. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought. Section 12. Assignment; No Third Party Beneficiaries. This Agreement ---------------------------------------- shall not be assignable or otherwise transferable by a party without the prior consent of the other parties, and any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of no effect; provided, however, that Parent may, in its sole discretion, assign or transfer all or any of its rights, interests and obligations under this Agreement to Merger Sub or any direct or indirect wholly-owned subsidiary of Parent. This Agreement shall be binding upon the respective heirs, legal representatives and permitted transferees of the parties hereto. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, legal representatives and permitted transferees, any right, remedy or claim under or in respect of this Agreement or any provision hereof. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall 6 operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 13. Notices. All notices, consents, requests, instructions, ------- approvals and other communications provided for in this Agreement shall be in writing and shall be deemed validly given upon personal delivery or one day after being sent by overnight courier service or by telecopy (so long as for notices or other communications sent by telecopy, the transmitting telecopy machine records electronic conformation of the due transmission of the notice), at the following address or telecopy number, or at such other address or telecopy number as a party may designate to the other parties: If to Parent, to: JPMorgan Chase Bank, National Association 10420 Highland Mn Drive, Bl 2, 4th Fl Tampa, FL 33610 Attention: Tod R Burwell, Vice President Telephone No.: (813) 432-5281 Facsimile No.: (813) 432-5173 with copies to: JPMorgan Chase Bank, National Association Legal Department 1 Chase Manhattan Plaza, 25th Fl New York, NY 10081 Attention: Richard M. Gottlieb, Senior Vice President Telephone No.: (212) 552-1401 Facsimile No.: (212) 383-0249 and Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, DC 20005 Attention: Marcia R. Nirenstein Telephone: (202) 371-7000 Facsimile: (202) 393-5760 If to the Stockholder, to the addresses set forth under the Stockholder's name on Exhibit A hereto or to such other address as the party to --------- whom notice is to be given may have furnished to the other parties in writing in accordance herewith. Section 14. Severability. If any provision of this Agreement is held ------------ to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the 7 validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. Section 15. Integration. This Agreement (together with the Merger ----------- Agreement solely to the extent referenced herein), including Exhibit A hereto, constitutes the full and entire understanding and agreement of the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings or agreements relating to the subject matter of this Agreement. Section 16. Mutual Drafting. Each party hereto has participated in --------------- the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. Section 17. Section Headings. The section headings of this Agreement ---------------- are for convenience of reference only and are not to be considered in construing this Agreement. Section 18. Counterparts. This Agreement may be executed in one or ------------ more counterparts (including by facsimile), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 19. Acknowledgement. The parties hereto acknowledge and --------------- agree that this Agreement is entered into pursuant to the provisions of Section 218(c) of the Delaware General Corporation Law. Section 20. Capitalized Terms. For purposes of this Agreement, ------------------ capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. Section 21. Definitions. References in this Agreement (except as ----------- specifically otherwise defined) to "affiliates" shall mean, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership of other ownership interests, by contract or otherwise. References in the Agreement to "person" shall mean an individual, a corporation, a partnership, an association, a trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including, without limitation, a governmental body or authority. [SIGNATURE PAGE FOLLOWS] 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and date first above written. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: -------------------------------- Name: Title: FORD MOTOR COMPANY By: ------------------------------ Name: Title: 9 Exhibit A --------- STOCKHOLDER ----------- -------------------------------------------------------------------------------- Name and Address Number of Subject Shares ---------------- ------------------------ -------------------------------------------------------------------------------- Ford Motor Company 8,000,000 Notice Addresses: ---------------- World Headquarters, Suite 1000 One American Road Dearborn, MI 48126 Attention: Director Corporate Business Development World Headquarters, Suite 1134 One American Road Dearborn, MI 48126 Attention: Corporate Secretary -------------------------------------------------------------------------------- 10