EXHIBIT 4.5
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of November 30, 1998, is
entered into by and among, GEOLOGISTICS NETWORK SOLUTIONS, INC., a Delaware
corporation ("GNS"), BEKINS VAN LINES, LLC, a Delaware limited liability company
("BVL"), each an indirect wholly-owned subsidiary of GEOLOGISTICS CORPORATION, a
Delaware corporation (the "Company"), and U. S. BANK TRUST NATIONAL ASSOCIATION,
a national banking corporation (formerly FIRST TRUST NATIONAL ASSOCIATION), as
trustee (the "Trustee"), for the sole purpose of the grant of a guarantee by GNS
and BVL under the Indenture dated as of October 29, 1998 (as amended and
supplemented from time to time, the "Indenture") with respect to the Company's
9 3/4% Senior Notes due 2007 (the "Notes") entered into among the Company, the
Guarantors (as defined therein) and the Trustee. Capitalized terms used herein
without definition shall have the meanings given to them in the Indenture.
WHEREAS, pursuant Section 4.17 of the Indenture, the Company has agreed to
(a) cause each Restricted Subsidiary that is organized and existing under the
laws of any State of the United States or the District of Columbia and that at
any time becomes an obligor or guarantor with respect to any obligations under
one or more Bank Credit Agreements to execute and deliver to the Trustee a
supplemental indenture reasonably satisfactory to the Trustee pursuant to which
such Restricted Subsidiary will Guarantee payment of the Notes on the terms set
forth in the Indenture; and
WHEREAS, GNS and BVL are Restricted Subsidiaries of the Company, as defined
in the Indenture.
NOW THEREFORE, each party hereto agrees as follows for the benefit of the
other parties and for the equal and ratable benefit of the Holders of the Notes:
1. GUARANTEE OF THE NOTES
GNS and BVL hereby expressly assume each of the obligations of a Guarantor,
and upon execution of the Subsidiary Guaranty described below and this Second
Supplemental Indenture, the defined term "Subsidiary Guarantor" in the Indenture
shall include GNS and BVL and the defined term "Subsidiary Guaranty" in the
Indenture shall include the guaranty executed pursuant to Section 2 of this
Second Supplemental Indenture.
2. EXECUTION OF SUBSIDIARY GUARANTY
Simultaneously with the execution and delivery of this Second Supplemental
Indenture, GNS and BVL shall execute and deliver to the Trustee a Subsidiary
Guaranty in the form contemplated by the Indenture.
3. MISCELLANEOUS
(a) The parties may sign any number of copies of this Second Supplemental
Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
(b) THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.
(c) The provisions of this Second Supplemental Indenture will take effect
immediately upon its execution and delivery to the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, all as of the date and year first written above.
THE SUBSIDIARY GUARANTORS:
GEOLOGISTICS NETWORK SOLUTIONS, INC.
By:
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Name:
Title:
BEKINS VAN LINES, LLC
By:
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Name:
Title:
THE TRUSTEE:
U.S. BANK TRUST NATIONAL ASSOCIATION
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
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