EXHIBIT 10.25
PACER INTERNATIONAL, INC.
0000 XX. XXXXXX XXXXXXXXX, XXXXX 000
XXXXXXXXX, XX 00000
June 5, 1998
Xxxxxxx X. Xxxxxx
Cross Con Terminals, Inc.
Cross Con Transport, Inc.
00000 Xxxxxxxxx Xxxxxxx
Xxxxx Xxxxx, XX 00000
Stock Purchase Agreement dated as of May 29, 1998
(the "Agreement"), among Pacer International, Inc.,
Cross Con Terminals, Inc., Cross Con Transport, Inc., and Xxxxxxx X. Xxxxxx
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Gentlemen:
This letter will serve to set forth our agreement regarding the
following amendments to the Agreement. Accordingly, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Agreement is hereby amended as follows:
(a) Capitalized terms used and not defined herein have the meanings
given to them in the Agreement.
(b) Clause (i) of the second sentence of Section 1.2 of the Agreement
is amended and restated in its entirety to read as follows:
"(i) the sum of (A) $9,600,000, plus (B) interest on $9,600,000 at
----
the rate of 8% per annum, calculated on a per diem basis from and
including May 31, 1998, through but excluding the Closing Date
(assuming a year of 365 days),"
(c) Clause (i) of the first sentence of Section 1.3(a) of the
Agreement is amended and restated in its entirety to read as follows:
"(i) the sum of (A) $9,600,000, plus (B) interest on $9,600,000 at
----
the rate of 8% per annum, calculated on a per diem basis from and
including May 31, 1998, through but excluding the Closing Date
(assuming a year of 365 days),"
(d) Clause (B) of the second sentence of Section 1.3(a) of the
Agreement is amended by changing the reference therein to "June 1, 1998" to read
"May 31, 1998."
(e) Schedule 5.2 is amended and restated in its entirety to read
"None."
Xxxxxxx X. Xxxxxx
Cross Con Terminals, Inc.
Cross Con Transport, Inc.
00000 Xxxxxxxxx Xxxxxxx
Xxxxx Xxxxx, XX 00000
Page 2
(f) Schedule 6.15 is amended and restated in its entirety to read as
follows:
"Interstate Commerce Commission Permit No. MC 263523, with a service
date of 8/26/93, issued to Cross Con Transport, Inc.
"Interstate Commerce Commission License No. MC 157393 Sub 1, with a
service date of 11/13/94, issued to Cross Con Terminals, Inc."
(g) Schedule 6.7 is amended by adding thereto the following:
"See items 2 and 4 on Schedule 6.14(a)."
(h) Schedule 6.16(b) is amended and restated in its entirety to read
as follows:
"See item 4 on Schedule 6.14(a)."
The parties agree that the Closing Payment to be paid pursuant to
Section 1.3 is $10,473,367.
Please acknowledge your agreement with the foregoing by signing this
letter where provided below, whereupon it shall become a binding agreement
between us.
PACER INTERNATIONAL, INC.
By /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Executive Vice President & CFO
Accepted and Agreed as of the date written above:
CROSS CON TERMINALS, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
CROSS CON TRANSPORT, INC.
By:/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
President
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
