Exhibit 4.17


 


FOURTH AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER


 


THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT AND WAIVER (this “Amendment”), dated as of November 4, 2004,
is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a
California corporation (“Lender”) and MATRIX INTERNATIONAL  LOGISTICS, INC., a Delaware corporation
(“MIL”), GEOLOGISTICS AMERICAS INC., a Delaware corporation (“GLA”),
and GEOLOGISTICS EXPO SERVICES, LLC, a Georgia limited liability company (“EXPO”
and together with MIL and GLA, collectively referred to herein as “Borrowers”
and individually, each a “Borrower”).


 


RECITALS


 


A.            Borrowers and Lender have previously entered
into that certain Amended and Restated Loan and Security Agreement dated as of
November 7, 2001, as amended by that certain letter amendment dated December 31,
2001, that certain Second Amendment to Amended and Restated Loan and Security
Agreement and Waiver dated August 21, 2003, and that certain Third Amendment to
Amended and Restated Loan and Security Agreement dated March 26, 2004 (as
amended, the “Loan Agreement”), pursuant to which Lender has made
certain loans and financial accommodations available to Borrowers. Terms used
herein without definition shall have the meanings ascribed to them in the Loan
Agreement.


 


B.            The following Event of Default has occurred
and is continuing under the Loan Agreement: (i) the failure of GLC and its
Subsidiaries to maintain, on a consolidated basis, the minimum Tangible Net
Worth required under Section 9.21 of the Loan Agreement when measured as at the
end of the fiscal quarter ending September 30, 2004 (the “Known Existing
Default”).


 


C.            Borrowers have requested that Lender waive
the Known Existing Default and amend the Loan Agreement on the terms and
conditions set forth herein.


 


D.            Borrowers are entering into this Amendment
with the understanding and agreement that, except as specifically provided
herein, none of Lender’s rights or remedies as set forth in the Loan Agreement
is being waived or modified by the terms of this Amendment.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 


1.             Amendments to Loan Agreement.


 


(a)           A new Section 1.5.5 is hereby added to the
Loan Agreement as follows:


 





















 


“1.5.5  ‘Approved
Subordinated Loan’ shall mean, collectively, one or more loans to GLC and
GL UK, guaranteed by the Borrowers and (in the case of the loan to GL UK) GLC,
in the principal sum of $10,000,000, with terms, and subject to an
intercreditor agreement, approved by Lender.”


 


(b)           Section 1.26 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:


 


“EBITDA” shall mean, as to any Person (on an
unconsolidated dated basis for each component hereof), with respect to any
period, an amount equal to: (a) the Net Income of such Person for such period
determined in accordance with GAAP, plus (b) depreciation, amortization
and other non-cash charges (including, but not limited to, imputed interest,
write down of goodwill and deferred compensation) of such Person for such
period (to the extent deducted in the computation of Net Income), all in
accordance with GAAP, plus (c) Interest Expense of such Person for such
period (to the extent deducted in the computation of Net Income), plus (d)
the Provision for Taxes for such period (to the extent deducted in the
computation of Net Income).”


 


(c)           Section 1.65 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:


 


“1.65  ‘Maximum
Credit’ shall mean, with reference to the Revolving Loans and Letter of
Credit Accommodations, the amount of Thirty Million Dollars ($30,000,000); provided,
that, so long as no Default or Event of Default has occurred and is continuing,
such amount shall be increased to Thirty Five Million Dollars ($35,000,000)
during a period of thirty (30) days following the date of that certain Fourth
Amendment to Amended and Restated Loan and Security Agreement and Waiver
between Lender and Borrowers, and thereafter if and when the Approved
Subordinated Loan has fully funded, but such amount shall in any event be
permanently reduced to Thirty Million Dollars ($30,000,000) on December 31,
2004; and provided further, that, such amount shall be subject to
additional increases and decreases pursuant to Section 2.l(c) hereof.”


 


(d)           A new clause (D) is hereby added at the end
of Section 2.1(b)(i) of the Loan Agreement as follows:


 


“(D) the difference of Fifty-Five Million Dollars
($55,000,000) or, during any period in which the Maximum Credit is Thirty Five
Million Dollars ($35,000,000) pursuant to the first proviso in Section 1.65
hereof, Sixty Million Dollars ($60,000,000), minus the U.S. Dollar equivalent
of the Facility Limit as determined by Lender from time to time based upon
prevailing currency exchange rates, or”


 


(e)           Clause (iii) (A) of Section 2.1(c) of the Loan
Agreement is hereby amended and restated in its entirety to read as follows:


 


2





















 


“(A) increasing the amount of the Global Facility to
an amount in excess of Fifty-Five Million Dollars ($55,000,000) or, during any
period in which the Maximum Credit is Thirty-Five Million Dollars ($35,000,000)
pursuant to the first proviso in Section
1.65 hereof, Sixty Million Dollars ($60,000,000).”


 


(f)            The following is added at the end of Section
9.8(g) of the Loan Agreement:


 


“and subordinated security
interests securing only the Borrower’s guaranties of the Approved Subordinated
Loan”


 


(g)            The following is added immediately before the
proviso in Section 9.9(d) of the Loan Agreement:


 


“and the Borrowers’
guaranties of the Approved Subordinated Loan”


 


(h)            Section 9.20 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:


 


“Minimum EBITDA. GLC and its Subsidiaries shall achieve, on a
consolidated basis, EBITDA, measured as at the end of each month on a rolling
twelve-month basis, of not less than the amount set forth opposite such month:


 


	
  Twelve-Month Period Ending

  	
   

  	
  Minimum EDITA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31, 2004

  	
   

  	
  $

  	
  10,300,000

  	
   

  
	
  November 30, 2004

  	
   

  	
  $

  	
  11,600,000

  	
   

  
	
  December 31, 2004

  	
   

  	
  $

  	
  17,250,000

  	
   

  
	
  January 31, 2005

  	
   

  	
  $

  	
  17,800,000

  	
   

  
	
  February 28, 2005

  	
   

  	
  $

  	
  17,800,000

  	
   

  
	
  March 31, 2005

  	
   

  	
  $

  	
  18,500,000

  	
   

  
	
  April 30, 2005

  	
   

  	
  $

  	
  19,000,000

  	
   

  
	
  May 31, 2005

  	
   

  	
  $

  	
  19,000,000

  	
   

  
	
  June 30, 2005

  	
   

  	
  $

  	
  19,700,000

  	
   

  
	
  July 31, 2005

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  August 31, 2005

  	
   

  	
  $

  	
  21,000,000

  	
   

  
	
  September 30, 2005

  	
   

  	
  $

  	
  21,600,000

  	
   

  
	
  October 31, 2005

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
  November 30, 2005

  	
   

  	
  $

  	
  23,300,000

  	
   

  
	
  December 31, 2005

  	
   

  	
  $

  	
  24,000,000

  	
   

  
	
  January 31, 2006

  	
   

  	
  $

  	
  24,500,000

  	
   

  
	
  February 28, 2006

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  26,000,000

  	
   

  
	
  April 30, 2006 and each month thereafter

  	
   

  	
  $

  	
  27,000,000

  	
  ”

  



 


3





















 


(i)              Section 9.21 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:


 


“Minimum Tangible Net
Worth. GLC and
its Subsidiaries shall maintain, on a consolidated basis, Tangible Net Worth,
measured as at the end of each fiscal quarter, of not less than the amount set
forth opposite such quarter:


 


	
   

  	
   

  	
  Minimum Tangible

  	
   

  
	
  Quarter Ending

  	
   

  	
  Net Worth

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2004

  	
   

  	
  $

  	
  (39,800,000

  	
  )

  
	
  March 31, 2005

  	
   

  	
  $

  	
  (44,000,000

  	
  )

  
	
  June 30, 2005

  	
   

  	
  $

  	
  (46,000,000

  	
  )

  
	
  September 30, 2005

  	
   

  	
  $

  	
  (46,400,000

  	
  )

  
	
  December 31, 2005

  	
   

  	
  $

  	
  (39,800,000

  	
  )

  
	
  March 31, 2006 and each quarter thereafter

  	
   

  	
  $

  	
  (42,000,000

  	
  )”

  
						



 


(j)             The following is hereby added as Section 9.24
of the Loan Agreement:


 


“9.24   Sales of Assets by GLC and its Subsidiaries.  Notwithstanding
anything permitted under Section 9.7 or otherwise permitted under this
Agreement, neither GLC nor any of its Subsidiaries shall sell, assign, lease,
transfer, or otherwise dispose in excess of Three Million Dollars ($3,000,000)
of any of their respective assets out of the ordinary course of business in any
given fiscal year, except for:


 


“(a) the assets identified
on Schedule 9.24;


 


“(b) financing transactions, including secured
financings and factoring arrangements, entered into by any Subsidiary of GLC
that is not a Borrower; and


 


“(c) transactions solely between or among GLC and
one or more of its Subsidiaries, or solely between or among two or more Subsidiaries
of GLC (including, in each case, capital contributions, dividends and other
distributions, loans, mergers, consolidations, liquidations, and dissolutions),
but (1) GLC shall not liquidate or dissolve; (2) GLC shall not be a party to
any consolidation, (3) if GLC is party to any merger, GLC (shall be the
surviving corporation; and (4) no Borrower, and no Subsidiary of any Borrower,
shall be a party to any transaction otherwise permitted by this Section 9.24(c)
if the transaction would violate other applicable provision of this Agreement.”


 


4





















 


The Loan Agreement is further amended by adding
thereto a Schedule 9.24 in the form of Schedule 9.24 to this Amendment.


 


(k)            The first sentence of Section 12.1(a) of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:


 


“This Agreement and the other Financing Agreements
shall become effective as of the date set forth on the first page hereof and
shall continue in full force and effect for a term ending on April 30, 2006 (the “Renewal Date”)
unless sooner terminated pursuant to the terms hereof.”


 


2.              Waiver of Known Existing Default. Lender hereby waives the Known Existing Default
and all of its rights against Borrowers arising from the Known Existing
Default; provided, however, nothing herein shall be deemed a
waiver with respect to any other or future failure of Borrowers to comply fully
with Sections 9.21 of the Loan Agreement. This waiver shall be effective only
for the specific default comprising the Known Existing Default, and in no event
shall this waiver be deemed to be a waiver of enforcement of Lender’s rights
with respect to any other Defaults or Events of Default now existing or
hereafter arising. Nothing contained in this Amendment nor any
communications between any Borrower and Lender shall be a waiver of any
rights or remedies Lender has or may have against any Borrower, except as
specifically provided herein. Except as specifically provided herein, Lender
hereby reserves and preserves all of its rights and remedies against each
Borrower under the Loan Agreement and the other Financing Agreements.


 


3.             Release; Covenant Not to Sue.


 


(a)           Each Borrower hereby absolutely and unconditionally releases and
forever discharges the Lender, and any and all participants, parent
corporations, subsidiary corporations, affiliated corporations, insurers,
indemnitors, successors and assigns thereof, together with all of the present
and former directors, officers, agents and employees of any of the foregoing
(each a “Released Party”), from any and all claims, demands or causes of
action of any kind, nature or description, whether arising in law or equity or
upon contract or tort or under any state or federal law or otherwise, which
such Borrower has had, now has or has made claim to have against any such
person for or by reason of any act, omission, matter, cause or thing whatsoever
arising from the beginning of time to and including the date of this Amendment,
whether such claims, demands and causes of action are matured or unmatured or
known or unknown. It is the intention of each Borrower in providing this
release that the same shall be effective as a bar to each and every claim,
demand and cause of action specified, and in furtherance of this intention it
waives and relinquishes all rights and benefits under Section 1542 of the Civil
Code of the State of California, which provides:


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MIGHT HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.”


 


5





















 


Each Borrower acknowledges that it may hereafter discover facts
different from or in addition to those now known or believed to be true with
respect to such claims, demands, or causes of action and agree that this
instrument shall be and remain effective in all respects notwithstanding any such differences or additional
facts. Each Borrower understands, acknowledges and agrees that the release set
forth above may be pleaded as a full and complete defense and maybe used as a
basis for an injunction against any action, suit or other proceeding which may
be instituted, prosecuted or attempted in breach of the provisions of such
release.


 


(b)            Each Borrower, on behalf of itself and its
successors, assigns, and other legal representatives, hereby absolutely,
unconditionally and irrevocably, covenants and agrees with and in favor of each
Released Party above that it will not sue (at law, in equity, in any regulatory
proceeding or otherwise) any Released Party on the basis of any claim released,
remised and discharged by Borrower pursuant to the above release. If any
Borrower or any of its successors, assigns or other legal representations
violates the foregoing covenant, such Borrower, for itself and its successors,
assigns and legal representatives, agree to pay, in addition to such other
damages as any Released Party may sustain as a result of such violation, all attorneys’
fees and costs incurred by such Released Party as a result of such violation.


 


4.              Compliance Certificate: As of the effective date of this Amendment,
each compliance certificate delivered pursuant to Section 9.6(a) of the Loan
Agreement shall include a schedule, in form reasonably satisfactory to Lender,
of all asset sales considered in determining whether GLC and each of its
Subsidiaries are in compliance with the covenant set forth in Section 9.24 of
the Loan Agreement.


 


5.              Effectiveness of this Amendment. Lender must have received the following
items, each in form and content acceptable to Lender, before this Amendment and
the waiver provided for herein are effective.


 


(a)             Amendment; Acknowledgement and Release. This Amendment and the attached
Acknowledgement and Release by Guarantor, each fully executed in a sufficient
number of counterparts for distribution to all parties.


 


(b)            Renewal Fee. A renewal fee, which may be paid by way of a charge against
Borrowers’ loan account, in the amount of Two Hundred Twenty-Five Thousand
Dollars ($225,000), which fee is fully earned as of and due and payable on the
date hereof.


 


(c)           Line Increase Fee. A line increase fee, which may be paid by
way of a charge against Borrowers’ loan account, in the amount of Fifty
Thousand Dollars ($50,000), which fee is fully earned as of and due and payable
on the date hereof.


 


(d)            Amendment to Guaranty. A duly executed amendment, in form and
substance satisfactory to Lender in its sole discretion, of that certain
Amended and Restated Guaranty and Security Agreement, dated November 7, 2001,
executed by GLC in favor of Lender, in a sufficient number of counterparts for
distribution to all parties.


 


(e)            Deposit Account Control Agreement. A Deposit Account Control Agreement, in
form and substance satisfactory to Lender in its sole discretion, with respect
to each deposit account of GLC, other than deposit accounts of GLC specifically
and exclusively


 


6





















 


used for payroll, payroll taxes and other employee wage and benefit
payments to or for the benefit of GLC’s salaried employees, each duly
authorized, executed and delivered by GLC and the bank at which each such
deposit account is maintained.


 


(f)              UK Facility Amendment. A fully-executed amendment to the UK Loan
Agreement effecting such amendments thereto as may be necessary to reflect the
amendments herein.


 


(g)            Representations and Warranties. The representations and warranties set
forth herein and in the Loan Agreement, other than any such representations or
warranties that, by their terms, are specifically made as of a date other that
the date hereof, must be true and correct.


 


(h)            Other Required Documentation. All other documents and legal matters in
connection with the transactions contemplated by this Amendment shall have been
delivered or executed or recorded and shall be in form and substance
satisfactory to Lender.


 


6.             Representations and Warranties. Borrowers represent and warrant as follows:


 


(a)            Authority. Each Borrower has the requisite corporate power and authority to
execute and deliver this Amendment, and to perform its obligations hereunder
and under the Financing Agreements (as amended or modified hereby) to which it
is a party. The execution, delivery and performance by each Borrower of this
Amendment have been duly approved by all necessary corporate action and no
other corporate proceedings are necessary to consummate such transactions.


 


(b)            Enforceability. This Amendment has been duly executed and
delivered by each Borrower. This Amendment and each Financing
Agreement (as amended or modified hereby) is the legal, valid and binding
obligation of each Borrower, enforceable against such Borrower in accordance
with its terms, and is in full force and effect.


 


(c)           Representations and Warranties. The representations and warranties contained
in each Financing Agreement (other than any such representations or warranties
that, by their terms, are specifically made as of a date other than the date
hereof) are correct on and as of the date hereof as though made on and as of
the date hereof.


 


(d)           Due Execution. The execution, delivery and performance of
this Amendment are within the power of each Borrower, have been duly authorized
by all necessary corporate action, have received all necessary governmental
approval, if any, and do not contravene any law or any contractual restrictions
binding on such Borrower.


 


(e)           Deposit Accounts. Neither GLC nor any Borrower has any
deposit or investment accounts with any bank, savings and loan or other
financial institution, except as set forth on the attached Exhibit A.


 


(f)             No Default. After giving effect to
the waiver contained in this Amendment, no event has occurred and is continuing
that constitutes an Event of Default.


 


7





















 


(g)             No Duress. This Amendment has been entered into without force or duress, of the
free will of each Borrower. Each Borrower’s decision to enter into this
Amendment is a fully informed decision and such Borrower is aware of all legal and other ramifications of
such decision.


 


(h)            Counsel. Each Borrower has read and understands this Amendment, has consulted
with and been represented by legal counsel in connection herewith, and has been
advised by its counsel of its rights and obligations hereunder and thereunder.


 


7.              Choice of Law. The validity of this Amendment, its
construction, interpretation and enforcement, the rights of the parties
hereunder, shall be determined under, governed by, and construed in accordance with
the internal laws of the State of California governing contracts only to be
performed in that State.


 


8.             Counterparts. This Amendment may be executed in any
number of counterparts and by different parties and separate counterparts, each
of which when so executed and delivered, shall be deemed an original, and all
of which, when taken together, shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment by
telefacsimile shall be effective as delivery of a manually executed counterpart
of this Amendment.


 


9.             Reference to and Effect on the Financing
Agreements.


 


(a)             Upon and after the effectiveness of this
Amendment, each reference in the Loan Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Loan Agreement,
and each reference in the other Financing Agreements to “the Loan Agreement”,
“thereof” or words of like import referring to the Loan Agreement, shall mean
and be a reference to the Loan Agreement as modified and amended hereby.


 


(b)            Except as specifically amended above, the
Loan Agreement and all other Financing Agreements, are
and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed and shall constitute the legal, valid, binding
and enforceable obligations of Borrower to Lender.


 


(c)              The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of Lender under any of the Financing
Agreements, nor constitute a waiver of any provision of any of the Financing
Agreements.


 


(d)            To the extent that any terms and conditions
in any of the Financing Agreements shall contradict or be in conflict with any
terms or conditions of the Loan Agreement, after giving effect to this
Amendment, such terms and conditions are hereby deemed modified or amended
accordingly to reflect the terms and conditions of the Loan Agreement as
modified or amended hereby.


 


10.          Ratification. Each Borrower hereby restates, ratifies and
reaffirms each and every term and condition set forth in the Loan Agreement, as
amended hereby, and the Financing Agreements effective as of the date hereof.


 


8





















 


11.           Estoppel. To induce Lender to enter into this Amendment and to continue to make
advances to Borrowers under the Loan Agreement, each Borrower hereby
acknowledges and agrees that, as of the date hereof, there exists no right of offset,
defense, counterclaim or objection in favor of any Borrower as against Lender
with respect to the Obligations.


 


12.           Integration. This Amendment, together with the other Financing Agreements,
incorporates all negotiations of the parties hereto with respect to the subject
matter hereof and is the final expression and agreement of the parties hereto
with respect to the subject matter hereof.


 


13.           Severability. In case any provision in this Amendment
shall be invalid, illegal or unenforceable, such provision shall be severable
from the remainder of this Amendment and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


 


[Signatures follow on next page]


 


9





















 


IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the date first
above written.


 


	
  “LENDER”

  	
  “BORROWERS”

  	 

	
   

  	
   

  	 

	
  CONGRESS
  FINANCIAL CORPORATION

  	
  MATRIX
  INTERNATIONAL LOGISTICS,

  	 

	
  (WESTERN),

  	
  INC,,

  	 

	
  a
  California corporation

  	
  a
  Delaware corporation

  	 

	
   

  	
   

  	 

	
  By:

  	
   /s/ Gary Whitaker

  	
   

  	
  By:

  	
   /s/ Michael Bible

  	
   

  	 

	
  Name:  Gary Whitaker

  	
  Name:    Michael Bible

  
	
  Title:    Vice President

  	
  Title:      Vice President

  	 

	
   

  	
   

  	 

	
   

  	
  GEOLOGISTICS
  AMERICAS INC.,

  	 

	
   

  	
  a
  Delaware corporation

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   /s/ Michael Bible

  	
   

  	 

	
   

  	
  Name:    Michael Bible

  	 

	
   

  	
  Title:      Vice President,
  Finance

  	 

	
   

  	
   

  	 

	
   

  	
  GEOLOGISTICS
  EXPO SERVICES, LLC,

  	 

	
   

  	
  a
  Georgia limited liability company

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/
  Michael Bible

  	
   

  	 

	
   

  	
  Name:    Michael Bible

  	 

	
   

  	
  Title:      Manager

  	 

								



 


10





















 


ACKNOWLEDGEMENT AND RELEASE BY GUARANTOR


 


Dated as of November 4, 2004


 


The
undersigned, being the Guarantor under its Amended and Restated Guaranty and
Security Agreement, dated November 7, 2001, made in favor of Lender (as
amended, modified or supplemented, the “Guaranty”), hereby acknowledges
and agrees to the foregoing Fourth Amendment to Amended and Restated Loan and
Security Agreement and Waiver (the “Amendment”) and confirms and agrees
that the Guaranty is and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects except that, upon the
effectiveness of, and on and after the date of the Amendment, each reference in
the Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”,
“thereof” or words of like import referring to the “Loan Agreement”, shall mean
and be a reference to the Loan Agreement as amended or modified by the
Amendment. Although Lender has informed Guarantor of the matters set forth
above, and Guarantor has acknowledged the same. Guarantor understands and
agrees that Lender has no duty under the Loan Agreement, the Guaranty or any
other agreement with Guarantor to so notify Guarantor or to seek such an acknowledgement, and nothing
contained herein is intended to or shall create such a duty as to any advances
or transaction hereafter.


 


Guarantor
hereby absolutely and unconditionally releases and forever discharges Released
Party, from any and all claims, demands or causes of action of any kind, nature
or description, whether arising in law or equity or upon contract or tort or
under any state or federal law or otherwise, which Guarantor has had, now has
or has made claim to have against any such person for or by reason of any act,
omission, matter, cause or thing whatsoever arising from the beginning of time
to and including the date hereof, whether such claims, demands and causes of
action are matured or unmatured or known or unknown. It is the intention of
Guarantor in providing this release that the same shall be effective as a bar
to each and every claim, demand and cause of action specified, and in
furtherance of this intention it waives and relinquishes all rights and
benefits under Section 1542 of the Civil Code of the State of California, which
provides:


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MIGHT HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”


 


Guarantor
acknowledges that it may hereafter discover facts different from or in addition
to those now known or believed to be true with respect to such claims, demands,
or causes of action and agree that this instrument shall be and remain
effective in all respects notwithstanding any such differences or additional
facts. Guarantor understands, acknowledges and agrees that the release set
forth above may be pleaded as a full and complete defense and may be used as a
basis for an injunction against
any action, suit or other proceeding which may be instituted, prosecuted or
attempted in breach of the provisions of such release. Guarantor, on behalf of
itself and its successors, assigns, and other legal representatives, hereby
absolutely, unconditionally and irrevocably, covenants and agrees with and in favor
of each Released Party above that it will not sue (at law, in equity, in any
regulatory proceeding or otherwise) any


 


11





















 


Released Party on the basis
of any claim released, remised and discharged by Guarantor pursuant to the
above release, If Guarantor or any of its successors, assigns or other legal
representations violates the foregoing covenant, Guarantor, for itself and its
successors, assigns and legal representatives, agrees to pay, in addition to
such other damages as any Released Party may sustain as a result of such
violation, all attorneys’ fees and costs incurred by such Released Party as a
result of such violation.


 


 


	
   

  	
  GEOLOGISTICS
  CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Rima Hochman

  	
   

  
	
   

  	
  Name: Rima Hochman

  	 

	
   

  	
  Title:   Controller

  	 

					



 


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