EXHIBIT 4.1
THIRD AMENDMENT
THIRD AMENDMENT, dated as of February 28, 1997 (this "Amendment"),
to the Amended and Restated Credit Agreement, dated as of October 7, 1994 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among LANDSTAR SYSTEM HOLDINGS, INC., a Delaware corporation (the
"Borrower"), LANDSTAR SYSTEM, INC., a Delaware corporation (the "Parent"), the
lenders parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, a New
York banking corporation, as agent (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent, the Lenders and the Agent are
parties to the Credit Agreement; and
WHEREAS, the Borrower and the Parent have requested that the
Lenders agree to amend certain provisions of the Credit Agreement and the
Lenders are agreeable to such request upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration the receipt
of which is hereby acknowledged, the Borrower, the Parent, the Lenders and the
Agent hereby agree as follows:
1. Definitions. All terms defined in the Credit
Agreement shall have such defined meanings when used herein unless otherwise
defined herein.
2. Amendment of Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by amending or adding definitions in alphabetical
order therein such that the following definitions shall, in their entirety, be
as follows:
"Insurance Subsidiary": a wholly owned corporate Subsidiary of
the Borrower organized under the insurance laws of the Cayman Islands
for the purpose of engaging in the business of providing insurance to
the Borrower, its Subsidiaries and/or independent contractors doing
business with the Borrower and/or any of its Subsidiaries.
"Permitted Insurance Company Investments": any investments (i) in
Cash Equivalents, (ii) constituting loans and advances to the Borrower
or any of its Subsidiaries and (iii) in obligations which, at the time
the investment in question is made, are rated one, two or three by the
Securities Valuation Office of the National Association of Insurance
Commissioners.
"Subsidiary Guarantors": the Subsidiaries of the Borrower listed
on Schedule 1.1(b) hereto and the Insurance Subsidiary.
3. Amendment to Subsection 6.4. Subsection 6.4 of the Credit
Agreement is hereby amended by inserting therein, immediately following the
phrase "the same general type as now conducted by it", the following
parenthetical clause: "(except that the Insurance Subsidiary shall be
permitted to engage in the business of providing insurance to the Borrower,
its Subsidiaries and/or independent contractors doing business with the
Borrower and/or any of its Subsidiaries)".
4. Amendment of Subsection 7.10. Subsection 7.10 of the Credit
Agreement is hereby amended by deleting paragraph (b) in its entirety and
substituting in lieu thereof the following new paragraph (b):
"(b) investments in Cash Equivalents and investments by the
Insurance Subsidiary in Permitted Insurance Company Investments;"
5. Amendment to Subsection 7.16. Subsection 7.16 of the Credit
Agreement is hereby amended by inserting therein, immediately following the
phrase "subsection 7.10(k)", the following: "; provided, further, that the
Insurance Subsidiary shall be permitted to engage in the business of providing
insurance to the Borrower, its Subsidiaries and/or independent contractors
doing business with the Borrower and/or any of its Subsidiaries provided that,
in the case of insurance for independent contractors, the premiums charged by
the Insurance Subsidiary in connection therewith are consistent in all
material respects with those prevailing in the industry for similar risks
(based on the good faith judgment of the Insurance Subsidiary)".
6. Amendment to Subsection 7.17. Subsection 7.17 of the Credit
Agreement is hereby amended by inserting therein, immediately following the
phrase "equal to $5,000,000", the following: "; provided, further, that the
Borrower shall be permitted to form the Insurance Subsidiary".
7. Amendment to Schedule 1.1(b). Schedule 1.1(b) to the Credit
Agreement is hereby amended by deleting Schedule 1.1(b) in its entirety and
substituting in lieu thereof Schedule 1.1(b) attached hereto.
8. Representations; No Default. On and as of the date hereof,
and after giving effect to this Amendment, the Borrower confirms, reaffirms
and restates that the representations and warranties set forth in Section 4 of
the Credit Agreement are true and correct in all material respects, provided
that the references to the Credit Agreement therein shall be deemed to be
references to this Amendment and to the Credit Agreement as amended by this
Amendment.
9. Conditions to Effectiveness. This Amendment shall become
effective on the date on which the Agent shall have received each of the
following:
(a) counterparts of this Amendment, duly executed and delivered
by a duly authorized officer of each of the Borrower, the Parent, each
Guarantor which is a party to the Subsidiaries Guarantee and the
Required Lenders;
(b) a supplement to the Subsidiaries Guarantee, in substantially
the form attached to the Subsidiaries Guarantee as Exhibit A thereto,
executed and delivered by a duly authorized officer of the Insurance
Subsidiary; and
(c) an opinion of counsel to the Insurance Subsidiary, in form
and substance satisfactory to the Agent, with respect to the documents
delivered pursuant to clause (b) above.
10. Limited Effect. Except as expressly amended herein, the
Credit Agreement shall continue to be, and shall remain, in full force and
effect. This Amendment shall not be deemed to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Credit
Agreement or to prejudice any other right or rights which the Lenders may now
have or may have in the future under or in connection with the Credit
Agreement or any of the instruments or agreements referred to therein, as the
same may be amended from time to time.
11. Costs and Expenses. The Borrower agrees to pay or reimburse
the Agent for all its reasonable and customary out-of-pocket costs and
expenses incurred in connection with this Amendment, including, without
limitation, the reasonable fees and disbursements of its counsel.
12. Counterparts. This Amendment may be executed by one or more
of 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.
13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed and delivered by their respective duly authorized officers as
of the date first above written.
LANDSTAR SYSTEM HOLDINGS, INC.
By: Robert C. LaRose
Title: Vice President Finance
and Treasurer
LANDSTAR SYSTEM, INC.
By: Robert C. LaRose
Title: Vice President Finance
and Treasurer
THE CHASE MANHATTAN BANK, as Agent
and as a Lender
By: Rosemary Bradley
Title: Vice President
ABN AMRO BANK N.V.
By: Nancy W. Lanzoni
Title: Group Vice President
By: Thomas T. Rogers
Title: Assistant Vice President
AMSOUTH BANK OF ALABAMA
By: John J. Hooker
Title: Commercial Banking
Officer
THE BANK OF NEW YORK
By: Ken Sneider
Title: Vice President
BARNETT BANK OF JACKSONVILLE, N.A.
By: Pamela Fitch
Title: Vice President
CORESTATES BANK, N.A.
By: Verna R. Prentice
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: Michael J. Blake
Title: Director
FLEET BANK, NATIONAL ASSOCIATION
By: John V. Raliegh
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: Nobru Kubota
Title: Deputy General Manager
NATIONSBANK N.A. (CAROLINAS)
By: Thomas J. Kane
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: Sarah McClintock
Title: Vice President
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: Rey Giallongo, Jr.
Title: Senior Vice
President
The undersigned Guarantors do hereby consent and agree to the
execution and delivery by the Borrower and the Parent of the foregoing
Amendment:
LANDSTAR GEMINI, INC. (f.k.a.
GEMINI TRANSPORTATION
SERVICES, INC.)
LANDSTAR EXPEDITED, INC.
LANDSTAR GEMINI ACQUISITION
LANDSTAR CORPORATE
SERVICES, INC.
LANDSTAR RANGER, INC. (f.k.a.
RANGER TRANSPORTATION,INC.)
LANDSTAR LIGON, INC. (f.k.a.
LIGON NATIONWIDE, INC.)
LANDSTAR POOLE, INC. (f.k.a.
POOLE TRUCK LINE, INC.)
RISK MANAGEMENT CLAIM
SERVICES, INC.
LANDSTAR LOGISTICS, INC.
(f.k.a. LANDSTAR
TRANSPORTATION SERVICE, INC.)
LANDSTAR EXPRESS AMERICA,
INC.
LANDSTAR T.L.C., INC.
LANDSTAR INWAY, INC.
(f.k.a. INDEPENDENT
FREIGHTWAY, INC.)
By: Robert C. LaRose
Title: Vice President
Schedule 1.1(b)
Subsidiary Guarantors
Landstar Gemini, Inc. (f.k.a. Gemini Transportation Services, Inc.)
Landstar Expedited, Inc.
Landstar Gemini Acquisition
Landstar Corporate Services, Inc.
Landstar Ranger, Inc. (f.k.a. Ranger Transportation, Inc.)
Landstar Ligon, Inc. (f.k.a. Ligon Nationwide, Inc.)
Landstar Poole, Inc. (f.k.a. Poole Truck Line, Inc.)
Risk Management Claim Services, Inc.
Landstar Logistics, Inc. (f.k.a. Landstar Transportation Service, Inc.)
Landstar Express America, Inc.
Landstar T.L.C., Inc.
Landstar Inway, Inc. (f.k.a. Independent Freightway, Inc.)