AMENDMENT NO. 4
This Amendment No. 4 (this "Amendment") dated as of September 10, 1999
is entered into with reference to the Amended and Restated Loan Agreement dated
as of October 28, 1997 (as previously amended by an Amendment No. 1 dated
December 12, 1997, an Amendment No. 2 dated as of July 10, 1998, and an
Amendment No. 3 dated as of February 26, 1999, the "Loan Agreement") among
GeoLogistics Corporation, a Delaware corporation (acting under its former name,
"International Logistics Limited", and referred to herein as the "Company"),
GeoLogistics Services, Inc., a Delaware corporation (acting under its former
name, "Matrix International Logistics, Inc."), GeoLogistics Americas, Inc., a
Delaware corporation (acting under its former name, "LEP Profit International,
Inc.", and referred to herein as the "GeoLogistics Americas"), The Bekins
Company, a Delaware corporation, ILLCAN, Inc., a Delaware corporation, and
ILLSCOT, Inc., a Delaware corporation (collectively, the "Domestic Borrowers"),
GeoLogistics Limited, a company organized under the Laws of England (acting
under its former name, "LEP International Limited") ("LEP UK" and collectively
with the Domestic Borrowers, "Borrowers"), and ING (U.S.) Capital Corporation
(now known as ING (U.S.) Capital LLC and referred to as "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").
RECITALS
A. Pursuant to Amendment No. 1, the Borrowers have designated Bekins Van
Lines Co., a Nebraska corporation ("BVL"), as an additional Domestic
Borrower under the Loan Agreement.
B. Pursuant to Amendment No. 3, the Borrowers have also designated Bekins
Van Lines, LLC, a Delaware limited liability company ("New Bekins") and
GeoLogistics Network Solutions, Inc., a Delaware corporation ("Network
Solutions"), as additional Domestic Borrowers under the Agreement.
C. ING (U.S.) Capital, LLC has succeeded to ING (U.S.) Capital
Corporation as a Lender and as Administrative Agent under the Loan
Agreement.
D. The Company proposes to sell the assets of GeoLogistics Air Services,
Inc. ("GLAS") for cash, and to use the funds generated thereby to reduce
the outstanding Obligations in the manner set forth herein.
E. In connection with such sale, the parties intend that the Domestic
Commitment shall hereafter be $50,500,000, and that the U.K. Commitment
shall hereafter be $20,000,000 (provided that the obligations outstanding
under the Domestic Commitment and the UK Commitment shall not be greater
than $50,500,000 at any time) and to shorten the Maturity Date to March 31,
2000, upon which date all of the Obligations shall be due and payable in
full.
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F. As provided herein, the $15,500,000 portion of the Supplemental Loan
made by ING Capital which is supported by the Supplemental Collateral shall
be repaid in full, and the Supplemental Collateral shall instead support a
$15,500,000 portion of the Obligations under the Domestic Commitment and
the U.K. Commitment.
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. TRANSACTIONAL AGREEMENTS.
(a) APPLICATION OF GLAS SALE PROCEEDS. Concurrently with the
effectiveness of this Amendment, the Company shall cause the proceeds of
the sale of the assets of GLAS to be paid to the Administrative Agent for
application to the Obligations in the following order of priority:
(i) first to fund the $10,000,000 escrow required by the
GLAS Purchase Agreement;
(ii) second to pay transactional expenses associated with
the GLAS Purchase Agreement and this Amendment;
(iii) third to the repayment of all outstanding Domestic
Loans (and all breakage and Eurodollar Rate interest associated
therewith);
(iv) fourth to the repayment in full of all outstanding U.K.
Loans (and all breakage and Eurodollar Rate interest associated
therewith);
(v) fifth to the repayment in full of a $15,500,000 portion
of the Supplemental Loans (and all breakage and Eurodollar Rate
interest associated therewith); and
(vi) finally to the Company for purposes consistent with the
terms of the Loan Agreement.
(b) COMMITMENTS AFTER GLAS PAYMENTS. After giving effect to such
payments, the parties stipulate and agree that (x) the Domestic Commitment
shall be $50,500,000, (y) the U.K. Commitment shall be $20,000,000, and the
Supplemental Commitment shall be reduced to $15,000,000, in each case as
further detailed herein, and that each Lender shall hold the following
interests in each such Commitment:
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DOMESTIC U.K.
LENDER PRO RATA SHARE COMMITMENT COMMITMENT
------ -------------- ---------- ----------
ING Capital LLC 18% $9,090,000 $3,600,000
Fleet Capital Corp. 18% $9,090,000 $3,600,000
Key Corporate Capital, Inc. 18% $9,090,000 $3,600,000
Harris Trust & Savings Bank 16.5% $8,332,500 $3,300,000
LaSalle Bank National Association 16.5% $8,332,500 $3,300,000
BankBoston, N.A. 13% $6,565,000 $2,600,000
SUPPLEMENTAL LENDER PRO RATA SHARE SUPPLEMENTAL COMMITMENT
------------------- -------------- -----------------------
ING Capital LLC 100.0% $15,000,000
(c) BENEFITS OF THE SPONSOR COLLATERAL. Pursuant to the Amended and
Restated Sponsor Collateral Agreement, from and after the effective date of
this Amendment, in addition to the other Collateral, the Lenders under the
Domestic Commitment and the U.K. Commitment shall be entitled to the
benefits of the Sponsor Collateral. Upon payment in full of the
Obligations under the Domestic Commitment and UK Commitment and the
termination of those Commitments, the Sponsor Collateral may then be
applied to the Obligations outstanding under the Supplemental Commitment.
(d) RELEASE OF GLAS. The Administrative Agent shall release the Lien
of the Loan Documents upon the capital stock and assets of GLAS upon but
only upon the concurrent receipt of proceeds of the Disposition of the
assets of GLAS as contemplated by this Amendment. Thereafter, GLAS shall
have no Obligations or other liability under any Loan Document.
3. DEFINITIONS - AMENDMENTS TO SECTION 1.1. Section 1.1 of the Loan
Agreement is hereby amended so that the following definitions read in full as
follows (or, where any term set forth below is not now defined, to add such term
to Section 1.1):
"BASE RATE MARGIN" means 2.00% per annum.
"CHANGE OF CONTROL EVENT" means the occurrence of any of the following
events with respect to the Company:
(i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
other than one or more Permitted Holders, is or becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that for purposes of this clause (i) such person shall be
deemed to have "beneficial ownership" of all shares that such person
has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or
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indirectly, of more than 50% of the total voting power of the then
outstanding common stock of the Company;
(ii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the board of directors
of the Company (together with any new directors whose election of such
board of directors or whose nomination for election by the
shareholders of the Company was approved by a vote of 66 2/3% of the
directors of the Company then still in office who were either
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the board of directors of the
Company then in office; or
(iii) the merger or consolidation of the Company with or into
another Person or the merger of another Person with or into the
Company (unless in connection with an Investment permitted hereunder
in which the Company is the survivor), or the sale of all or
substantially all the assets of the Company to another Person (in each
case other than a Person that is controlled by the Permitted Holders);
or
(iv) The sale, transfer or other disposition by any Sponsor
of capital stock (other than to another Sponsor) which results in
failure of either Sponsor to own, beneficially and of record, and
control the power to vote, 100% of the capital stock of the Company
owned by it as of the Closing Date.
"DOMESTIC BORROWING BASE" means, as to each Domestic Borrower and as
of any date of determination, an amount determined by the Administrative
Agent with reference to the most recent Borrowing Base Certificate equal to
the sum without duplication of (a) 50% of the Domestic Eligible Receivables
of GeoLogistics Americas, Inc. and its Restricted Subsidiaries (other than
any future Subsidiary created to conduct the project cargo business), plus
(b) 65% of the Domestic Eligible Receivables of each other Domestic
Borrower and their Restricted Subsidiaries (and of any future Subsidiary of
GeoLogistics Americas, Inc. created to conduct the project cargo business),
plus (c) 100% of the amount of the Sponsor Collateral then effective,
provided that upon ten (10) Business Days' prior written notice to the
Company, the Administrative Agent may from time to time, in its good-faith
discretion in accordance with prudent asset-based lending practices, and
the Administrative Agent shall, upon the direction of the Majority Lenders
(each acting in its good-faith discretion in accordance with prudent
asset-based lending practices), establish such reasonable reserves against
the Domestic Borrowing Base as it deems necessary and proper, including,
reasonable reserves for existing Liens and Rights of Others.
"DOMESTIC COMMITMENT" means, subject to Section 2.3, $50,500,000.
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"EBITDA" means, for any period, the sum, for the Company and its
consolidated Subsidiaries (determined on a consolidated basis without
duplication in accordance with Generally Accepted Accounting Principles),
of the following: (a) net income (excluding extraordinary and unusual items
and income or loss attributable to equity in Affiliates) for such period
plus (b) Interest Charges plus (c) income taxes payable or accrued plus (d)
depreciation and amortization for such period plus (e) all other non-Cash
charges; minus (f) that portion of net income arising out of the sale of
assets outside of the ordinary course of business (to the extent not
previously excluded under clause (a) of this definition), in each case to
the extent included in determining net income for such period, provided
that EBITDA shall not be reduced by restructuring charges incurred
following August 1, 1999 except to the extent that actual cash
restructuring charges are in an aggregate amount which exceeds $18,000,000.
"EURODOLLAR RATE MARGIN" means 3.50% per annum.
"GLAS ESCROW" means the $10,000,000 escrow contemplated by Section
4.1.2 of the GLAS Purchase Agreement.
"GLAS HOLDBACK LETTER OF CREDIT" means a Letter of Credit in an amount
not in excess of $10,000,000 issued to FDX Corporation or its designee in
a form acceptable to the Administrative Agent issued in lieu of the
maintenance by the Company of the GLAS Escrow.
"GLAS PURCHASE AGREEMENT" means the Asset Purchase Agreement dated as
of August 6, 1999 among GeoLogistics Air Services, Inc., GeoLogistics
Americas, Inc., the Company and FDX Global Logistics, Inc. and FDX
Corporation, as in effect on the date of this Amendment.
"MATURITY DATE" means March 31, 2000.
"NET CASH PROCEEDS" means with respect to any Disposition or any
offerings or issuance of Indebtedness of the Company or its Restricted
Subsidiaries, the gross proceeds received by the Company and its Restricted
Subsidiaries from such Disposition or offering or issuance in Cash
(including Cash received as the proceeds of Property obtained in such
Disposition as and when received) net of escrows, holdbacks, reserves,
brokerage commissions, legal expenses and other transactional costs payable
by the Company and its Restricted Subsidiaries with respect to such
Disposition.
"UK BORROWING BASE" means, as of any date of determination, an amount
determined by the Administrative Agent with reference to the most recent
Borrowing Base Certificate equal to the sum of 65% of UK Eligible
Receivables, provided that upon ten (10) Business Days' prior written
notice to the Company, the Administrative Agent may from time to time, in
its good-faith discretion in accordance with prudent asset-based lending
practices, and the Administrative Agent shall, upon the direction of the
Majority Lenders (each acting in its good-faith discretion in accordance
with prudent
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asset-based lending practices), establish such reasonable reserves against
the UK Borrowing Base as it deems necessary and proper, including,
reasonable reserves for existing Liens and Rights of Others.
"UK COMMITMENT" means, subject to Section 2.3, $20,000,000.
4. REDUCTION TO LETTERS OF CREDIT SUBLIMIT - AMENDMENT TO SECTION
2.5(a)(III). Section 2.5(a)(iii) is hereby amended to read in full as follows:
"(iii) the aggregate effective face amount of all Letters of Credit
then outstanding (including Letters of Credit issued in Canadian Dollars,
BPS or other currencies as provided below) shall not exceed $30,000,000,
plus the aggregate effective amount of any outstanding GLAS Holdback Letter
of Credit."
5. ARRANGEMENTS CONCERNING LETTERS OF CREDIT EXPIRIES. Each of the
Lenders hereby agrees that those of the Letters of Credit heretofore issued
under the Loan Agreement with expiry dates occurring after March 31, 2000 may
remain outstanding under the Loan Agreement notwithstanding Section 2.5(c),
provided that the same are cash collateralized in accordance with Section 2.5(c)
on the Maturity Date. In addition, provided that no Default or Event of Default
then exists, the Administrative Agent may in its discretion permit the issuance
of Letters of Credit having terms not longer than one year, or the extension of
the term of any outstanding Letter of Credit so that the term thereof is not
longer than one year, provided that the issuance or extension of any such Letter
of Credit shall not be deemed an extension of the Maturity Date (upon which date
the Borrowers shall provide cash collateral for each such Letter of Credit in
the amount thereof and pursuant to arrangements acceptable to the Administrative
Agent). The Borrowers shall not request the issuance of any Letter of Credit
except to the extent that the same is required in the ordinary course of the
business of that Borrower and its Restricted Subsidiaries (including without
limitation for the purpose of supporting insurance programs, customs duties and
tax obligations, bid bonds, cargo handling arrangements and similar purposes,
and such other purposes as may reasonably be approved by the Administrative
Agent).
6. AMENDMENT TO SECTION 3.1(c)(vii). Section 3.1(c)(vii) of the Loan
Agreement is hereby amended to read in full as follows:
"[Intentionally Omitted - See Section 10.1(p)]"
7. AMENDMENT TO SECTION 3.1(d). Section 3.1(d) of the Loan Agreement is
hereby amended to read in full as follows:
"(d) MANDATORY PREPAYMENTS. Concurrently with the making of any
Disposition, the Company and the Borrowers shall (i) repay the outstanding
Obligations in an amount which is equal to the Net Cash Proceeds of the
sale of such
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Disposition, and (ii) prepare and deliver to the Administrative Agent a
revised Borrowing Base Certificate giving pro forma effect to such
Disposition demonstrating in any event their compliance with
Sections 3.1(c)(iv) and 3.1(c)(v). Concurrently with the receipt by the
Company or any of its Subsidiaries after September 10, 1999 of any Net Cash
Proceeds of the sale or other issuance of Indebtedness, the Borrowers
shall repay the outstanding Obligations in the amount of such Net Cash
Proceeds. Concurrently with the release of any funds to the Company or any
of its Subsidiaries from the GLAS Escrow, the Borrowers shall repay the
outstanding Obligations in the amount of the funds so released."
8. AMENDMENT TO SECTION 3.3 - COMMITMENT FEES. From and after the
effective date of this Amendment, Commitment Fees shall accrue at the rate of
0.50% per annum, and Section 3.3 of the Loan Agreement is hereby amended to read
in full as follows:
"3.3 COMMITMENT FEES. From the Closing Date, the Borrowers shall pay
commitment fees to the Administrative Agent for the account of the Lenders
according to their Pro Rata Shares, provided that the liability of LEP UK
shall be limited as set forth in Section 12.28. The commitment fees shall
be payable quarterly in arrears on each Quarterly Payment Date and on the
earlier of the Maturity Date or the date upon which the Commitments are
terminated or reduced in accordance with Section 2.3. Commitment fees
shall accrue at the rate of 0.50% per annum with respect to the Average
Unused Commitment."
9. SECTION 7.4 - REVISIONS TO DISPOSITION COVENANT. Section 7.4 of the
Loan Agreement is hereby amended to read in full as follows:
"7.4 DISPOSITION OF PROPERTY. Make any Disposition of its Property,
whether now owned or hereafter acquired, except (a) a Disposition to the
Company or to a wholly owned Restricted Subsidiary in compliance with all
Laws (including applicable tax Laws); and (b) other Dispositions made when
no Default or Event of Default exists or would result therefrom, provided
that the Company and the Borrowers shall concurrently repay the outstanding
Obligations in the amounts required by Section 3.1(d)."
10. SECTION 7.12 - ADDITIONAL SUPPLEMENTAL LOAN DEBT BASKET. Section 7.12
of the Loan Agreement is hereby amended to add a new clause (n) thereto read in
full as follows:
"(n) additional unsecured Indebtedness incurred following September
10, 1999, in an a principal amount not to exceed $19,500,000 incurred by
the Company or any of the Domestic Borrowers, and unsecured Contingent
Obligations with respect to any such Indebtedness, which Indebtedness and
Contingent Obligations:
(y) shall be subordinate in all respects to the Supplemental
Loans and Supplemental Letters of Credit existing on September 10,
1999 and in any event shall be subordinated to the Obligations under
the Domestic
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Commitment and the UK Commitment in the same manner, and to the same
extent as the Supplemental Commitment; and
(z) may consist of additional "Supplemental Loans" or loans made
by the Sponsors outside of this Agreement (provided in each case that
the same are subordinated as aforesaid).
No Lender shall be deemed to have committed to provide any
portion of any Supplemental Loan of the type described in this clause (n)."
11. REVISIONS TO EBITDA COVENANT. Section 7.15 of the Loan Agreement is
hereby amended to read in full as follows:
"7.15 EBITDA. Permit EBITDA for the three month period ending on
December 31, 1999 to be less than a deficit of $500,000.
12. DELETION OF INTEREST CHARGE COVERAGE RATIO COVENANT. Section 7.16 of
the Loan Agreement is hereby deleted in its entirety:
13. INVESTMENTS AND ACQUISITIONS. Section 7.6 of the Loan Agreement is
hereby amended to read in full as follows (in lieu of the text set forth in
Section 8 of Amendment No. 3):
"7.6 INVESTMENTS AND ACQUISITIONS. Make any Acquisition or enter
into any agreement to make any Acquisition, or make or suffer to exist any
Investment which is not in existence on the date of this Agreement and
disclosed in Schedule 7.6 except: (a) Investments consisting of Cash
Equivalents; (b) Investments by the Company in any Restricted Subsidiary
and by any Restricted Subsidiary in the Company or in any other Restricted
Subsidiary so long as any such investment is documented under a Drop-Down
Note or otherwise evidenced in a manner satisfactory to the Administrative
Agent; (c) Investments by any Borrower in its Active Subsidiaries or by the
Subsidiaries of any Active Subsidiary of the Company in such Active
Subsidiary, so long as any such Investment shall be documented under a
Drop-Down Note; (d) [reserved]; (e) [reserved]; and (f) Investments by the
Borrowers in Unrestricted Subsidiaries made following December 31, 1998 and
when no Default or Event of Default has occurred and remains continuing,
the aggregate amount of which are not in excess of $20,000,000.
Investments by, and Acquisitions made through, Unrestricted Subsidiaries
shall not in and of themselves be deemed to be Investments or Acquisitions
by the Company."
14. EBITDA OF GEOLOGISTICS AMERICAS. The Loan Agreement is hereby amended
to delete former the Section 7.20 thereto (regarding the EBITDA of GeoLogistics
Americas), which Section was added by Amendment No. 3.
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15. CONDITIONAL COVENANTS IN AMENDMENT NO. 3. The covenant set forth in
Section 15(iv) of Amendment No. 3 hereto (regarding $10,000,000 Single Weekly
Availability) is hereby deleted.
16. ADDITIONAL EVENT OF DEFAULT. Section 10.1 of the Loan Agreement is
hereby amended to add thereto a new clause (p) as an additional Event of
Default, to read in full as follows:
"(p) The occurrence for any reason of any Change of Control Event."
17. 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.
18. REPRESENTATION. Borrowers represent and warrant that except to the
extent cured hereby, no Default or Event of Default has occurred and remains
continuing.
19. CONDITIONS PRECEDENT. The following shall be conditions precedent to
the effectiveness of this Amendment:
(a) Each of the guarantors of the obligations of Borrowers under the
Loan Agreement shall have consented hereto in writing.
(b) Borrowers shall have paid to the Administrative Agent, for the
ratable account of the Lenders in accordance with their respective Pro Rata
Shares (as in effect immediately prior to the effectiveness of this
Amendment), an amendment fee of $252,500.
(c) The Administrative Agent shall have received written consents to
its execution and delivery of this Amendment from each of the Lenders.
(d) the proposed sale of GLAS shall have occurred (or shall
concurrently occur), yielding net cash proceeds to the Company of
approximately $100,000,000, and in any event sufficient to repay all of
items listed in clauses (i) through (v) of Section 2(a) of this Amendment;
(e) The Borrowers shall have delivered replacement Notes to each of
the Lenders giving effect to the reductions of the Commitments described
above
(f) The Sponsors shall have entered into an Amended and Restated
Sponsor Collateral Agreement in the form of Exhibit A.
(g) The Administrative Agent and the Lenders shall have received the
favorable written legal opinion of Milbank, Tweed, Hadley & McCloy in the
form attached to this Amendment as Exhibit B.
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20. CONFIRMATION. This Amendment is one of the Loan Documents. Except
to the extent expressly modified hereby, the terms of the Loan Documents are
hereby confirmed. Without limitation on the foregoing, each of the other
additional representations, warranties, covenants, Events of Default and other
requirements of the previous Amendments to the Loan Agreement (except to the
extent heretofore or hereby modified) are hereby confirmed.
[THIS SPACE INTENTIONALLY LEFT BLANK - SIGNATURE PAGES TO FOLLOW]
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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: /s/ Terry G. Clarke
---------------------------
Terry G. 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.)
BEKINS VAN LINES, LLC
and
GEOLOGISTICS NETWORK SOLUTIONS, INC.
By: /s/ Terry G. Clarke
---------------------------
Terry G. Clarke, Assistant Treasurer of each
of the foregoing
BEKINS VAN LINES CO.
By: /s/ Terry G. Clarke
---------------------------
Title:
-------------------------
GEOLOGISTICS LIMITED (formerly LEP International Limited)
By: /s/ Ronald Jackson
---------------------------
Ronald Jackson, Assistant Secretary
LENDERS:
ING (U.S) CAPITAL, LLC formerly known as
ING (U.S.) CAPITAL CORPORATION,
individually and as Administrative Agent
By:/s/ Michael W. Adler
---------------------------
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: /s/ Cliff Haddy
---------------------------
Name:
Title:
By: /s/ Christopher Steane
---------------------------
Name:
Title:
The undersigned hereby consent to the foregoing amendment and confirm that their
guarantees of the Obligations under the Loan Agreement described above (as
amended hereby), and the Liens granted to secure such guarantees, remain in full
force and effect.
LIW HOLDINGS CORP.
GEOLOGISTICS CO.
LEP FAIRS, INC.
BAY AREA MATRIX, INC.
L.A. MATRIX, INC.
SOUTHWEST MATRIX, INC.
MATRIX CT, INC.
and
AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC.
By: /s/ Terry G. Clarke
---------------------------
Terry G. Clarke
Assistant Treasurer of each of the foregoing
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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, an Amendment
No. 2 dated July 10, 1998, the "Loan Agreement" and an Amendment No. 3 dated
February 26, 1999) among GeoLogistics Corporation, a Delaware corporation
(acting under its former name, "International Logistics Limited", and referred
to herein as the "Company"), GeoLogistics Services, Inc., a Delaware corporation
(acting under its former name, "Matrix International Logistics), Inc."), 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"), GeoLogistics
Limited, a company organized under the Laws of England (acting under its former
name, "LEP International Limited") ("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. Pursuant to Amendment No. 3, the Borrowers
have also designated Bekins Van Lines, LLC, a Delaware limited liability company
("New Bekins") and GeoLogistics Network Solutions, Inc., a Delaware corporation
("Network Solutions"), as additional Domestic Borrowers under the Agreement.
The undersigned Lender hereby consents to the execution, delivery and
performance of the Amendment No. 4 to the Loan Agreement, substantially in the
form presented to the undersigned as a draft.
-------------------------------
Name of Lender
By:
----------------------------
Title:
-------------------------
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Exhibit A - Amended and Restated Sponsor Collateral Agreement
Exhibit B - Form of Legal Opinion
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