Exhibit 4.26


 


	
   

  	
  

  



 


7 November 2001


 


BY FACSIMILE AND POST


 


GeoLogistics
Limited

Royal Court

81 Tweedy Road

Bromley

Kent BR1 1TW


 


Facsimile no.                           020 8626 6855


 


Dear
Sirs


 


We
refer to:


 


(A)                              the facility agreement dated 31 March 2000 between GeoLogistics Limited (the “Company”)
and ourselves (as supplemented and amended from time to time, the “Facility Agreement”); and


 


(B)                                the Guarantee and
Indemnity dated 31 March 2000 between GeoLogistics
Corporation (the “Guarantor”), a Delaware
corporation, and ourselves (the “Guarantee”).


 


Save as otherwise defined
in this letter, terms defined in the Facility Agreement have the same meaning
when used in this letter.


 


We write to confirm the
agreement reached between us that, subject to the terms of this letter, on and
from the Effective Date (as defined below) the Facility Agreement shall be
amended as follows:


 


1.               The
definitions in Clause 1.1 of “GLNS”, “GLA”, “BVL”, and “GLS” shall be deemed deleted and the definition of “Borrowers” in Clause 1.1 shall be deemed to be deleted and
replaced with:


 


““Borrowers” means Matrix International Logistics, Inc (a
Delaware Corporation), Air Freight Consolidators Inc (a New York Corporation), GeoLogistics Americas Inc (a Delaware Corporation) and LEP
Fairs Inc (a Georgia Corporation).”


 


2.               The
definition of “Facility Limit” in Clause 1.1
shall be deemed deleted and replaced with:


 


““Facility Limit” means (subject to Clause 3.3) £17,000,000.”


 


3.               The definition of “Final Repayment Date” in Clause 1.1 shall
be deemed deleted and replaced with:


 


““Final
Repayment Date” means 30 April 2004.”


 


4.               The
definition of “Loan Agreement” in Clause 1.1
shall be deemed deleted and replaced with:


 


	
   

  	
  53 Queen Anne Street, London W1G 9HP

  
	
   

  	
  t. 020 7935 1115 f. 020 7486 3513 w. www.burdale.co.uk

  
	
   

  	
  Offices also in Manchester and Birmingham

  
	
   

  	
  Reg. No. 2656007 Incorporated in England and Wales

  
	
   

  	
   

  
	
   

  	
  affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST UNION
  company

  



 





















 


““Loan Agreement” means the amended and restated loan and
security agreement by and among Congress as Lender and the Borrowers as
Borrowers dated as of 7 November 2001.”


 


5.                                       The
definition of “L/C Limit” in Clause 1.1 shall be
deemed deleted and replaced with:


 


““L/C Limit” means the Facility Limit provided that at any
time the sum of the L/C Exposures and the Letter of Credit Accommodations (as
defined in the Loan Agreement) shall not exceed the Sterling Equivalent of
$30,000,000 at such time.”


 


6.                                       The
definition of “Margin” in Clause 1.1 shall be
deemed deleted and replaced with:


 


““Margin” means
3.00% per annum.”


 


7.                                       A
new definition of “Sterling Equivalent”
shall be deemed inserted in Clause 1.1 of the Facility Agreement after the
existing definition of “Sterling” as
follows:


 


““Sterling Equivalent” means at any time in respect of any
amount denominated in a currency other than Sterling, the equivalent amount in
Sterling of such amount calculated at the Exchange Rate prevailing at such
time.”


 


8.                                       The
definition of “Total Excess Availability” in
Clause 1.1 shall be deemed deleted and replaced with:


 


““Total Excess Availability” means at any time the aggregate
of UK Excess Availability and US Excess Availability at such time.”


 


9.                                       The
definition of “UK Daily Excess Availability” in
Clause 1.1 shall be deemed deleted.


 


10.                                 The
definition of “UK Excess Availability” in Clause
1.1 shall be deemed deleted and replaced with:


 


““UK Excess Availability” means from time to time the amount
at such time by which A exceeds B where:


 


A = The lesser of
(1) 85% of the face value of the Eligible Receivables and 65% of the face value
of the Eligible Unbilled Receivables less maximum discounts, credits and
allowances of any nature which may be taken by or granted to any Account Debtor
or any other person in connection with such Eligible Receivables or Eligible
Unbilled Receivables as the case may be LESS the amount
of Availability Reserves established by Burdale and
(2) the Facility Limit.


 


and


 


B = The aggregate amount of (1) Outstanding Purchase Price, (2)
all L/C Exposures and (3) (without double counting with (1) or (2)) all other
then outstanding and unpaid Obligations.”


 


11.                                 The
definition of “US Borrower’s” in Clause 1.1 shall
be deemed deleted.


 


12.                                 The
definition of “US Facility” In Clause 1.1 shall
be deemed deleted and replaced with:


 





















 


““US Facility” means the credit facility in the maximum amount
of $30,000,000 (which may be adjusted in accordance with the provisions of this
Agreement and the Loan Agreement) provided by Congress to the Borrowers
pursuant to the Loan Agreement.”


 


13.                                 A new Clause 3.3
shall be deemed inserted into the Facility Agreement after the existing Clause
3.2 as follows:


 


“3.3                        Facility Limit Adjustments


 


Within 45  days
of the end of each calendar quarter, the Company may elect to increase or
decrease the Facility Limit by no more than the Sterling Equivalent at such
time of Five Million Dollars ($5,000,000) (which reduction or increase shall
take effect no less than five Business Days from Burdale’s
receipt of written notice of the Company’s election) so long as:


 


(a)                                  no Default exists, has occurred and is continuing or would
occur;


 


(b)                                 the Borrowers under the Loan Agreement, in accordance with
the terms of the Loan Agreement, elect concurrently to:


 


(i)                                     reduce the amount of the Maximum Credit under the Loan
Agreement by the United States dollar amount of such increase; or


 


(ii)                                  increase the Maximum Credit under the Loan Agreement by the
United States dollar amount of such reduction; and


 


(c)                                  any such reduction or
increase does not have the effect of:


 


(i)                                     increasing the amount of the Global Facility (as defined in
the Loan Agreement) to an amount in excess of Fifty-Five Million Dollars
($55,000,000);


 


(ii)                                  increasing
the Facility Limit to an amount in excess of the Sterling Equivalent of
Thirty-Five Million Dollars ($35,000,000); or


 


(iii)                               decreasing the Facility Limit to an amount that is less than
the Sterling Equivalent of Fifteen Million Dollars ($15,000,000);


 


No reduction of
the Facility Limit elected pursuant to this Clause 3.3 shall be subject to the
fee provided for in Clause 6.5(b).”


 


12.           The definitions of “Canadian Excess Availability”, “Canadian Facility”, “Canadian
Loan Agreement” and “GL Canada”
in Clause 1.1 shall be deemed deleted.


 


13.                                 All references in
the Facility Agreement to “Canadian Excess
Availability”, “Canadian Facility”,
“Canadian Loan Agreement” and “GL Canada” shall be deemed deleted.


 


14.                                 Clause
15.1(w) shall be deemed deleted and replaced with:


 


“(w)                         any
default by any Borrower or an “Event of Default”
shall occur under the terms of the Loan Agreement or any other agreement,
document, note and/or instrument executed or delivered in connection therewith;”


 





















 


The Effective Date shall
be the date which is the later of (i) the date on
which we have received a copy of this letter countersigned on behalf of the Company
and the Guarantor and (ii) the date on which the amendment and restatement of
the Loan Agreement to reflect (amongst other things) the transactions
contemplated by this letter becomes effective.


 


In consideration of our
issuing this letter at your request, the Company shall pay to us a fee of $125,000
which is immediately due and payable and, to the extent not already paid, shall
be debited by Burdale to the Company’s loan account (as
described in Clause 4.6 of the Facility Agreement) on the date on which we
receive a copy of this letter countersigned by the Company in the Sterling
equivalent of such amount calculated at the Exchange Rate on such date.


 


Save as set out above,
nothing in this letter shall be deemed to be an amendment to the terms of any
Finance Document or a waiver or consent by Burdale to any breach or potential breach
(present or future) of any provision of the Finance Documents or any waiver of
a Default or Event of Default (howsoever described).


 


This letter is a Finance
Document and shall be governed by English law.


 


	
  Yours faithfully

  
	
   

  
	
  [ILLEGIBLE]

  	
   

  
	
  For and on behalf of

  
	
  BURDALE FINANCIAL LIMITED

  



 


 


Accepted and agreed:


 


	
  GEOLOGISTICS LIMITED

  
	
   

  
	
  By:

  	
  /s/ G. Papageorghiou

  	
   

  



 


We hereby agree (with
such agreement taking effect as a deed) that the guarantee and indemnity given
by us remain in full force and effect and extend to guarantee the obligations
of the Company to you under the Finance Documents notwithstanding the
amendments to the Facility Agreement contained in this letter.


 


	
  Executed as a deed by

  
	
  GEOLOGISTICS CORPORATION

  
	
   

  
	
  By:

  	
  /s/ R Jackson

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  R Jackson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP & General
  Counsel