Exhibit 4.27


 


	
   

  	
  

  



 


	
  BY
  POST AND FACSIMILE

  	
   

  
	
   

  	
   

  
	
   

  	
  2003

  
			



 


GeoLogistics
Limited


Royal
Court


81
Tweedy Road


Bromley


Kent


BR1
1TW


 


	
  Facsimile
  no:

  	
  020B
  626 6855

  
	
  Attention:

  	
  George
  Papageorgehiou

  



 


For
itself and on behalf of each of the other Obligors

(as defined in the Facility Agreement (as defined below))


 


Dear
Sirs


 


We
refer to:


 


(a)                                  the facility agreement dated 31 March 2000
between you and ourselves (as supplemented and amended from time to time, the
Facility Agreement); and


 


(b)                                 the second amendment to the amended and
restated loan and security agreement and waiver dated the same date as this
letter entered into by Congress Financial Corporation (Western), Matrix
International Logistics, Inc., GeoLogistics Americas Inc., Air Freight
Consolidators International, Inc. and GeoLogistics Expo Services, LLC (the US Amendment).


 


Terms
defined in the Facility Agreement have the same meaning when used in this
letter.


 


Pursuant
to Clause 15.2(a) of the Facility Agreement we declare that the Known Existing
Defaults (as defined in the US Amendment) are Events of Default under Clauses
15.1(w) and 15.1(y) of the Facility Agreement (the
Relevant Events of Default).


 


We
write to confirm the agreement reached between us that, on and from the
Effective Date (as defined below) and subject to the terms of this letter and
to the terms of the US Amendment, we waive the Relevant Events of Default.


 


We
also write to confirm the agreement reached between us that, on and from the
Effective Date (as defined below), the Facility Agreement shall be deemed
amended by deleting the words “the third anniversary of today’s date” in the
definition of “Final Repayment Date” in Clause
1.1 of the Facility Agreement shall be and replacing them with “31 January 2005”.


 


In
consideration of us issuing this letter at the request of the Obligors, each of
the Obligors by countersigning a copy of this letter absolutely and irrevocably
waives any and all claims, demands and causes or action (whether or not matured
or liquidated and whether or not such Obligor is aware that it has any such
claim, demand or cause of action) which it may have against Burdale or its
directors, officers or agents as at the date of this letter. Such waiver shall
take effect whether or not the Effective Date occurs.


 


	
   

  	
  53 Queen Anne Street, London WIC 9HP

  
	
   

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

  
	
   

  	
  Reg. No.2656007 Incorporated in England and Wales

  
	
   

  	
   

  
	
   

  	
  affiliated to CONGRESS FINANCIAL CORPORATION, A WACHOVIA company

  



 





















 


The
Effective Date shall be the date on which we have received;


 


(A)                              a copy of this letter duly countersigned by
you and the other Obligors; and


 


(B)                                a fee of $102,273 in consideration of our
issuing this letter at your request.


 


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

  
	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
  For and on behalf of

  
	
  BURDALE FINANCIAL LIMITED

  



 


 


Accepted and agreed:


 


The Company


 


	
  GEOLOGISTICS LIMITED

  	
   

  
	
   

  	
   

  
	
  By:

  	
  G. Papageorghiou

  	
   

  
	
   

  	
  /s/ G. Papageorghiou

  	
   

  
				



 


The Obligors


 


	
  GEOLOGISTICS LIMITED

  
	
   

  
	
  By:

  	
  G. Papageorghiou

  	
   

  
	
   

  	
  /s/ G. Papageorghiou

  	
   

  
	
   

  	
   

  	
   

  
	
  ACI INC. LIMITED

  
	
   

  
	
  By:

  	
  G. Papageorghiou

  	
   

  
	
   

  	
  /s/ G. Papageorghiou

  	
   

  
	
   

  	
   

  	
   

  
	
  LEP TRANSPORT LIMITED

  
	
   

  
	
  By:

  	
  G. Papageorghiou

  	
   

  
	
   

  	
  /s/ G. Papageorghiou

  	
   

  
	
   

  	
   

  	
   

  
	
  GEOLOGISTICS EXPO SERVICES LIMITED

  
	
   

  
	
  By:

  	
  G. Papageorghiou

  	
   

  
	
   

  	
  /s/ G. Papageorghiou