Exhibit
4.16


 


THIRD
AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


THIS
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”),
dated as of March 26, 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”), AIR FREIGHT
CONSOLIDATORS INTERNATIONAL, INC., a New York corporation (“ACI”),  and GEOLOGISTICS EXPO SERVICES, LLC, a
Georgia limited liability company (“EXPO” and together with MIL, GLA and
ACI, 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
and that certain Second Amendment to Amended and Restated Loan and Security
Agreement dated August 21, 2003 (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.                                     Borrowers and Lender now wish to further
amend the Loan Agreement on the terms and conditions set forth herein.


 


C.                                     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)                                  Section 2.1(b)(i)(C) of the Loan
Agreement is hereby amended to read as follows:


 


“(C)
as of any date of determination, the aggregate amount collected in the Lender
Payment Account (with respect to Borrowers only) as payments from account
debtors on the Accounts during the thirty-six (36) consecutive Business Day
period immediately prior to such date of determination; provided  that,
such thirty-six (36) Business Day period may be increased by Lender in its
reasonable


 


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discretion based on financial information provided by Borrowers to
Lender from time to time, or”


 


(b)                                 Sections 10.1 of the Loan Agreement is hereby
amended by adding the word “or” to the end of subsection (p) thereof,
deleting subsection (r) thereof and amending and restating subsection (q)
to read as follows:


 


“(q)                           there shall be an event of default under any of the other
Financing Agreements.”


 


2.                                       Effectiveness of this Amendment. Lender must have received the following
items, each in form and content acceptable to Lender, before this Amendment is
effective.


 


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


 


(b)                                 Amendment Fee. An amendment fee, which may be paid by way
of a charge against Borrowers’ loan account, in the amount of Seven Thousand Five
Hundred Dollars ($7,500), which fee is fully earned as of and due and payable
on the date hereof.


 


(c)                                  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 than
the date hereof, must be true and correct.


 


(d)                                 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.


 


3.                                       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.


 


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(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)                                  No Default. No event has occurred and is continuing that constitutes an Event of
Default.


 


4.                                       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.


 


5.                                       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.


 


6.                                       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.


 


7.                                       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.


 


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8.                                       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.


 


9.                                       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]


 


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


 


	
  “LENDER”

  	
   

  	
  “BORROWERS”

  
	
   

  	
   

  	
   

  
	
  CONGRESS
  FINANCIAL CORPORATION

  (WESTERN),

  	
   

  	
  MATRIX
  INTERNATIONAL LOGISTICS,

  INC.,

  
	
  a California corporation

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gary Whitaker

  	
   

  	
   

  	
  By:

  	
  /s/
  Steven Davison

  	
   

  
	
  Title:
  Vice President

  	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GEOLOGISTICS
  AMERICAS INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Davison

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AIR
  FREIGHT CONSOLIDATORS

  INTERNATIONAL, INC.,

  a New York corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Davison

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GEOLOGISTICS
  EXPO SERVICES, LLC,

  a Georgia limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Davison

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP

  	
   

  
								



 


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ACKNOWLEDGEMENT BY GUARANTOR


 


Dated as of March     ,
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 Third Amendment to Amended and
Restated Loan and Security Agreement (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.


 


	
   

  	
  GEOLOGISTICS
  CORPORATION,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Davison

  	
   

  
	
   

  	
  Title:

  	
  Exec. VP

  	
   

  
					



 


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