EXHIBIT 10.23
AMENDMENT NO. 1 TO CAS CREDIT AGREEMENT
This Amendment No. 1 to CAS Credit Agreement (this "Amendment") dated as of
September 30, 1998 is entered into with reference to the Credit Agreement dated
July 10, 1998, (the "Credit Agreement") among GeoLogistics Corporation, a
Delaware corporation (the "Company"), and ING (U.S.) Capital Corporation ("ING
Capital") as sole initial Lender and as Administrative Agent. The Parties hereto
hereby agree as follows:
1. DEFINITIONS. Capitalized terms used but not defined in this Amendment are
used with the meanings set forth for those terms in the Credit Agreement.
2. PERMITTED INDEBTEDNESS. Section 5.3(b)(xi) of the Credit Agreement is
hereby amended to read in full as follows:
"(xi) Indebtedness in an aggregate principal amount which, together with
all other Indebtedness of the Company and its Restricted Subsidiaries
outstanding on the date of such Incurrence (other than Indebtedness
permitted by clauses (i) through (x) above or Section 5.3(a)), does not
exceed $15,000,000."
3. REPRESENTATION. The Company represents and warrants that no Default or
Event of Default has occurred and remains continuing.
4. CONDITIONS PRECEDENT. The following shall be conditions precedent to the
effectiveness of this Amendment:
(a) Each of the guarantors of the obligations of the Company under the
Credit Agreement shall have consented hereto in writing.
5. CONFIRMATION. This Amendment is one of the Loan Documents. The Company
confirms 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:
----------------------------------------
Terry G. Clarke, Treasurer
ING (U.S.) CAPITAL CORPORATION,
Individually and as Administrative Agent
By:
- ----------------------------------------
Michael W. Adler, Managing Director
The undersigned hereby consent to the foregoing amendment and confirm that
their guarantees of the Obligations under the Loan Agreement described above
herein remain in full force and effect.
THE BEKINS COMPANY
GEOLOGISTICS SERVICES, INC.
(formerly MATRIX INTERNATIONAL LOGISTICS, INC.)
ILLCAN, INC.
ILLSCOT, INC.
GEOLOGISTICS AMERICAS, INC.
(formerly LEP Profit International, Inc.)
GEOLOGISTICS LIMITED
(formerly, LEP INTERNATIONAL LIMITED.)
LIW HOLDINGS CORP.
GEOLOGISTICS CO.
(formerly, LEP INTERNATIONAL CO.)
LEP FAIRS, INC.
BAY AREA MATRIX, INC.
L.A. MATRIX, INC.
SOUTHWEST MATRIX, INC.
AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC.
and
MATRIX CT, INC.
By:
- ----------------------------------------
Terry G. Clarke
Assistant Treasurer of each of the foregoing
BEKINS VAN LINES COMPANY
By:
- ----------------------------------------
Title:
- ----------------------------------------
ING (U.S.) CAPITAL CORPORATION,
Individually and as Administrative Agent
By:
- ----------------------------------------
Michael W. Adler, Managing Director
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.
THE BEKINS COMPANY
GEOLOGISTICS SERVICES, INC.
(formerly MATRIX INTERNATIONAL LOGISTICS, INC.)
ILLCAN, INC.
ILLSCOT, INC.
GEOLOGISTICS AMERICAS, INC.
(formerly LEP Profit International, Inc.)
GEOLOGISTICS LIMITED
(formerly, LEP INTERNATIONAL LIMITED)
LIW HOLDINGS CORP.
GEOLOGISTICS CO.
(formerly, LEP INTERNATIONAL CO.)
LEP FAIRS, INC.
BAY AREA MATRIX, INC.
L.A. MATRIX, INC.
SOUTHWEST MATRIX, INC.
AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC.
and
MATRIX, CT, INC.
By:
- ----------------------------------------
Terry G. Clarke
Assistant Treasurer of each of the foregoing
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BEKINS VAN LINES COMPANY
By:
- ----------------------------------------
Title:
- ----------------------------------------
GEOLOGISTICS AIR SERVICES, INC.
By:
- ----------------------------------------
Title:
- ----------------------------------------
CERTIFICATE
This Certificate dated as of October 1, 1998, is delivered with reference to
the Amended and Restated Loan Agreement dated as of October 28, 1997 among
International Logistics Limited, a Delaware corporation (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"), ING (U.S.) Capital Corporation ("ING Capital"), as sole
initial Lender and Administrative Agent, and ING Bank, n.v. (London branch).
Capitalized terms used herein are used with the meanings set forth in the
Amended and Restated Loan Agreement (the "Agreement").
The Company and each Domestic Borrower hereby certify to the Administrative
Agent that, Kevin Ferguson, Director of Treasury of each of the Domestic
Borrowers, is authorized to execute and to deliver Requests for Loan and
Requests for Letters of Credit to the Administrative Agent on behalf of the
Domestic Borrowers. There follows a specimen of Kevin Ferguson's signature.
--------------------------------
Kevin Ferguson, Director of Treasury
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the
date first written above by their duly authorized representatives.
GEOLOGISTICS CORPORATION
(formerly, INTERNATIONAL LOGISTICS LIMITED)
By:
- ----------------------------------------
Terry Clarke, Treasurer
THE BEKINS COMPANY
GEOLOGISTICS SERVICES, INC.
(formerly MATRIX INTERNATIONAL LOGISTICS, INC.)
ILLCAN, INC.
ILLSCOT, INC.
GEOLOGISTICS AMERICAS, INC.
(formerly LEP Profit International, Inc.)
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GEOLOGISTICS LIMITED
(formerly, LEP INTERNATIONAL LIMITED)
By:
- ----------------------------------------
Terry Clarke, Assistant Treasurer
of each of the foregoing
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