exv10w5



 




Exhibit 10.5



As of February 12, 2003



GMAC COMMERCIAL FINANCE LLC

1290 Avenue of the Americas

New York, New York 10104


Re: Amendment to ARMS Agreement


Gentlemen:


     Reference is made to that certain Restated and Amended Accounts Receivable
Management and Security Agreement, dated July 13, 1998 (as the same now exists
or may hereafter be amended, restated, renewed, replaced, substituted,
supplemented, extended, or otherwise modified, the “ARMS Agreement”), by and
between GMAC COMMERCIAL FINANCE LLC, successor by merger to GMAC COMMERCIAL
CREDIT LLC (“Lender”) and TARGET LOGISTIC SERVICES, INC. (“Borrower”), formerly
known as Target Air Freight, Inc. All capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to them in the ARMS
Agreement.


     Borrower has requested that Lender amend and modify certain terms of the
ARMS Agreement, which Lender has agreed to do subject to and on the terms and
conditions contained in this Letter Re: Amendment to ARMS Agreement (the
“Amendment”).



     In consideration of the foregoing, the parties hereto mutually agree as
follows:


     1.     Definitions. Paragraph 1(A) of the ARMS Agreement is hereby amended by
adding the following definitions:



	 	“EBITDA” shall mean for any given period for Holdings the sum of (a) net
income (or loss) determined in accordance with GAAP less all extraordinary
gains plus (b) taxes plus (c) interest expense plus (d) without
duplication, depreciation and amortization and other non-cash expenses
during such period. EBITDA shall be determined on a trailing twelve (4)
quarter basis. Notwithstanding anything to the contrary contained herein,
any financial covenant using this definition shall be calculated
commencing with the period ending December 31, 2003 and for any given
period thereafter.”



     2.     Ratification. Except as otherwise set forth herein, no other changes or
modifications to the ARMS Agreement are intended or implied and, in all other
respects, the ARMS Agreement remains in full force and effect in accordance
with its existing terms and provisions and is hereby specifically ratified and
confirmed as of the date hereof. Except as specifically set forth herein,
nothing contained herein shall evidence a waiver or amendment by the Lender of
any other provision of the ARMS Agreement.


     3.     Successors and Assigns. The terms and provisions of this Amendment shall
be for the benefit of the parties hereto and their respective successors and
assigns; no other person, firm, entity or corporation shall have any right,
benefit or interest under this Amendment.


     4.     Counterparts. This Amendment may be signed in counterparts, each of which
shall be an original and all of which taken together constitute one amendment.
In making proof of this Amendment, it shall not be necessary to produce or
account for more than one counterpart signed by the party to be charged.


     5.     Entire Agreement. This Amendment sets forth the entire agreement and
understanding of the parties with respect to the matters set forth herein.
This Amendment cannot be changed, modified, amended or terminated except in a
writing executed by the party to be charged.



	 	Very truly yours,



 






 



	 	 	 
	 	 	
TARGET LOGISTIC SERVICES, INC.
	 	 	 
	 	 	 
	 	 	
By: /s/ Philip J. Dubato
	 	 	


	 	 	
Title: Vice President, Secretary and Treasurer






	 	 	 
	ACKNOWLEDGED AND AGREED:	 
	 
	GMAC COMMERCIAL FINANCE LLC	 
	 
	By:	 	 
	 	
	 
	 
	Title:	 	 
	 	
	 
	 



ACKNOWLEDGMENT AND CONSENT OF GUARANTOR



     1.     Target Logistics, Inc. (as successor in interest to Amertranz Worldwide
Holding Corp., the “Guarantor”) has executed and delivered a Guaranty, dated
January 14, 1997 (the “Guaranty”) in favor of GMAC Commercial Finance LLC,
successor by merger to GMAC Commercial Credit LLC, formerly known as BNY
Factoring LLC, as successor by merger to BNY Financial Corporation (the
“Lender”). Guarantor hereby acknowledges and consents to the annexed Letter
re: Amendment to Restated and Amended Accounts Receivable Management and
Security Agreement, by and between Target Logistic Services, Inc. and Lender
and the transactions referred to thereunder (the “Amendment”).


     2.     Guarantor hereby acknowledges, confirms and agrees that the Guaranty,
the General Security Agreement, dated January 14, 1997, by and between
Guarantor and Lender and all other documents and agreements executed by
Guarantor in connection therewith, are and remain in full force and effect in
accordance with their respective terms as of the date hereof, and that all
Obligations (as defined in the Guaranty) are due and payable to Lender without
offset, defense or counterclaim of any kind, nature or description whatsoever.



	 	 	 
	 	 	
TARGET LOGISTICS, INC.
	 	 	 
	 	 	 
	 	 	
By: /s/ Philip J. Dubato
	 	 	


	 	 	
Title: Chief Financial Officer