EXHIBIT 10.26
AMENDMENT NO. 2
This Amendment No. 2 (this "Amendment") dated as of July 10, 1998 is
entered into with reference to the AMENDED AND RESTATED LOAN AGREEMENT (as
previously amended by an Amendment No. 1 dated December 12, 1997, the "Loan
Agreement") among GeoLogistics Corporation, a Delaware corporation (acting under
its former name, "International Logistics Limited", and referred to herein as
the "Company"), Matrix International Logistics, Inc., a Delaware corporation,
LEP Profit International, Inc. a Delaware corporation, The Bekins Company, a
Delaware corporation, ILLCAN, Inc., a Delaware corporation, and ILLSCOT, Inc., a
Delaware corporation (collectively, the Domestic Borrowers"), LEP International
Limited, a company organized under the Laws of England ("LEP UK" and
collectively with the Domestic Borrowers, "Borrowers"), and ING (U.S.) Capital
Corporation ("ING Capital") as sole initial Lender and as Administrative Agent,
and ING Bank, N.V. (London, England Branch), as facilitator of the UK Commitment
(and not as a "Lender"). Pursuant to Amendment No. 1, the Borrowers have
designated Bekins Van Lines Company, a Nebraska corporation ("BVL"), as an
additional Domestic Borrower under the Loan Agreement.
RECITALS
A. The Borrowers propose to acquire substantially all of the assets of
Caribbean Air Services, Inc., a Delaware corporation ("CAS"), through
GeoLogistics Americas, Inc. (f/k/a LEP Profit International, Inc.) pursuant
to the CAS Purchase Agreement described below, and to finance a portion of
the purchase price for CAS by means of the CAS Notes described below.
B. The Lenders are willing to amend the Loan Agreement to accommodate the
acquisition of CAS as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment are used
with the meanings set forth for those terms in the Loan Agreement.
2. REVISED DEFINITIONS. Section 1.1 of the Loan Agreement is
amended so that the following definitions read in full as follows:
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"CAS NOTES" means the $15,000,000 senior unsecured notes issued by the
Company to ING (U.S.) Capital Corporation to finance the acquisition to be
made under the CAS Purchase Agreement, and any refinancings thereof which
do not increase the principal amount so refinanced.
"CAS PURCHASE AGREEMENT" means that certain Asset Purchase Agreement
dated as of June 15, 1998 among Caribbean Air Services, Inc., a Delaware
corporation, Amertranz Worldwide Holding Corp., a Delaware corporation and
the Company, as in effect on June 15, 1998.
3. INDEBTEDNESS AND CONTINGENT OBLIGATIONS. Section 7.12 of the
Loan Agreement is hereby amended by adding thereto a new clause (m), to read in
full as follows:
"(m) the CAS Notes issued by the Company in an aggregate principal
amount not to exceed $15,000,000 on an unsecured basis, and Contingent
Obligations consisting of unsecured guarantees thereof executed by
each Subsidiary of the Company which has executed the Guaranties of
the Domestic Commitment, provided that the terms thereof are no more
favorable to the holders of the CAS Notes than the terms of such
Guaranties of the Domestic Commitment."
4. CONSENT TO PREFERRED STOCK ISSUANCE. The Lenders agree that the
issuance by the Company of approximately $15,000,000 of its Series A
Participating Preferred Stock to the Sponsors (plus the amount of any additional
such stock issued pursuant to preemptive rights held by others), substantially
in the manner contemplated by the Summary of Terms attached hereto as Exhibit A,
shall not be deemed to violate the Transactions with Affiliates covenant
contained in Section 7.14 of the Loan Agreement.
5. CONFIRMATION OF PARTICIPATION AGREEMENT. Each of the Lenders
confirms that the Participation Agreement remains in full force and effect and
applies to the Loan Agreement, as amended hereby.
6. REPRESENTATION. Borrowers represent and warrant that no Default
or Event of Default has occurred and remains continuing.
7. CONDITIONS PRECEDENT. The following shall be conditions
precedent to the effectiveness of this Amendment:
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(a) Each of the guarantors of the obligations of Borrowers under
this Agreement shall have consented hereto in writing.
(b) The Company shall have delivered certified copies of the CAS
Notes and CAS Purchase Agreement to each Lender, the form of which shall be
reasonably acceptable to the Lenders.
(c) The Agent shall have received written consents to its
execution and delivery of this Amendment from the Requisite Lenders.
8. CONFIRMATION. This Amendment is one of the Loan Documents.
Borrowers confirm that, except to the extent expressly modified hereby, the
terms of the Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above by their duly authorized representatives.
GEOLOGISTICS CORPORATION
By:
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Terry G. Clarke, Treasurer
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THE BEKINS COMPANY
MATRIX INTERNATIONAL LOGISTICS, INC.
ILLCAN, INC.
ILLSCOT, INC.
GEOLOGISTICS AMERICAS, INC. (formerly LEP Profit International, Inc.)
and
LEP INTERNATIONAL LIMITED
By:
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Terry G. Clarke, Assistant Treasurer of each
of the foregoing
BEKINS VAN LINES COMPANY
By:
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Title:
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LENDERS:
ING (U.S.) CAPITAL CORPORATION,
individually and as Administrative Agent
By:
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Michael W. Adler, Managing Director
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ING BANK, N.V. (London Branch),
as primary lender under the UK Commitment
but not as a "Lender"
By:
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Richard Kirby, Director - Banking
By:
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N.J. Marchant
Manager, Lending Risk Management
The undersigned hereby consent to the foregoing amendment and confirm that their
guarantees of the Obligations under the Loan Agreement described above remain in
full force and effect.
LIW HOLDINGS CORP.
LEP INTERNATIONAL CO.
LEP FAIRS, INC.
BAY AREA MATRIX, INC.
L.A. MATRIX, INC.
SOUTHWEST MATRIX, INC.
and
MATRIX CT, INC.
By:
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Terry G. Clarke
Assistant Treasurer of each of the foregoing
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The undersigned hereby consents to the foregoing amendment and confirm that
their guaranty of the Obligations under the Loan Agreement described above
remain in full force and effect.
AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC.
By:
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Title:
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CONSENT OF LENDER
Reference is made to the AMENDED AND RESTATED LOAN AGREEMENT (as
previously amended by an Amendment No. 1 dated December 12, 1997, the "Loan
Agreement") among GeoLogistics Corporation, a Delaware corporation (acting under
its former name, "International Logistics Limited", and referred to herein as
the "Company"), Matrix International Logistics, Inc., a Delaware corporation,
LEP Profit International, Inc. a Delaware corporation, The Bekins Company, a
Delaware corporation, ILLCAN, Inc., a Delaware corporation, and ILLSCOT, Inc., a
Delaware corporation (collectively, the Domestic Borrowers"), LEP International
Limited, a company organized under the Laws of England ("LEP UK" and
collectively with the Domestic Borrowers, "Borrowers"), and ING (U.S.) Capital
Corporation ("ING Capital") as sole initial Lender and as Administrative Agent,
and ING Bank, N.V. (London, England Branch), as facilitator of the UK Commitment
(and not as a "Lender"). Pursuant to Amendment No. 1, the Borrowers have
designated Bekins Van Lines Company, a Nebraska corporation ("BVL"), as an
additional Domestic Borrower under the Loan Agreement.
The undersigned Lender hereby consents to the execution, delivery and
performance of the Amendment No. 2 to the Loan Agreement, substantially in the
form presented to the undersigned as a draft.
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Name of Lender
By:
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Title:
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Date: , 1998
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