Exhibit
4.14


 


CONGRESS FINANCIAL CORPORATION (WESTERN)


251 South Lake Avenue, Suite 900


Pasadena, California 91101


 


 


December 31, 2001


 


 


Geologistics America Inc.


Air
Freight Consolidators International, Inc.


LEP Fairs Inc.


1251 East Dyer Road, Suite 250


Santa Ana, California 92705


Attn:
 Janet Helvey


 


Matrix International Logistics, Inc.


205 South Whiting Street


Alexandria, Virginia 22304


Attn: Janet Helvey


 


Re:                               Amendment to Section 1.27(j) of Amended
and Restated Loan and Security Agreement


 


Ladies and Gentlemen:


 


Reference is hereby made to that certain Amended and Restated Loan and
Security Agreement dated as of November 7, 2001 (the “Loan Agreement”)
by and among Congress Financial Corporation (Western) (“Lender”),
Geologistics Americas Inc., Air Freight Consolidators International, Inc., LEP
Fairs Inc. and Matrix International Logistics, Inc. (each a “Borrower”
and collectively, “Borrowers”). Capitalized terms used herein without
definition shall have the meanings set forth in the Loan Agreement.


 


Borrowers and Lender now wish to further amend Section 1.27(j) of
the Loan Agreement to read in its entirety as follows:


 


“(j)                               the account debtors with respect to such
Accounts are not the United States of America, a State, political subdivision,
department, agency or instrumentality thereof unless either (i) no more than
One Million Two Hundred Fifty Thousand Dollars ($1,250,000) of the aggregate
amount of Loans available to be advanced against such Accounts are outstanding;
provided, however, in the event that the “Obligations” of BVL and
BWS to Lender under the BVL/BWS Loan Agreement are fully and indefeasibly paid
and the obligation of Lender to continue to make loans and advances or provide
other financial accommodations thereunder is terminated, then such amount shall
be increased to Two Million Five Hundred Thousand Dollars


 





















 


($2,500,000)
or (ii) the Federal Assignment of Claims Act of 1940, as amended or any similar
State or local law, if applicable, has been complied with in a manner satisfactory to Lender;”


 


Except as specifically referenced in this letter, the terms of the Loan
Agreement and the other Financing Agreements are not modified in any way and
said agreements shall continue to be in full force and effect.


 


Please indicate your acknowledgement and agreement with the foregoing
by signing this letter in the spaces provided below and returning the original
to Lender as soon as possible.


 


 


	
   

  	
  CONGRESS FINANCIAL CORPORATION 

  (WESTERN), 

  a California corporation

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/
  Gary Whitaker

  	
   

  
	
   

  	
  Name:
  Gary Whitaker

  	 

	
   

  	
  Title:
  Vice President

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  AGREED
  AND ACCEPTED this 31st day of December, 2001;

  	 

	
   

  	 

	
  GEOLOGISTICS
  AMERICAS INC.,

  	 

	
  a
  Delaware corporation

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
    /s/ Robert
  Arovas

  	
   

  	 

	
  Name:

  	
     Robert
  Arovas

  	
   

  	 

	
  Title:

  	
       Director

  	
   

  	 

	
   

  	 

	
   

  	 

	
  AIR
  FREIGHT CONSOLIDATORS INTERNATIONAL, INC.,

  a New York corporation

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
    /s/ R.
  Jackson

  	
   

  	 

	
  Name:

  	
     R.
  Jackson

  	
   

  	 

	
  Title:

  	
       Asst.
  Secretary

  	
   

  	 

	
   

  	 

	
   

  	 

	
  LEP
  FAIRS INC.,

  a Georgia corporation

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
    /s/ R.
  Jackson

  	
   

  	 

	
  Name:

  	
     R.
  Jackson

  	
   

  	 

	
  Title:

  	
       Asst.
  Secretary

  	
   

  	 

									



 





















 


	
  MATRIX
  INTERNATIONAL LOGISTICS, INC.,
a Delaware corporation

  
	
   

  
	
   

  
	
  By:

  	
    /s/ R.
  Jackson

  	
   

  
	
  Name:

  	
     R.
  Jackson

  	
   

  
	
  Title:

  	
       Asst.
  Secretary