Exhibit 4.24


 


	
   

  	
  

  



 


9 April 2001


 


BY FACSIMILE AND POST


 


GeoLogistics Limited


Royal Court


81 Tweedy Road


Bromley


Kent


BR1 1TW


 


	
  Facsimile no:

  	
  020 8626 6855

  
	
  For the attention of:

  	
  George Papageorghiou

  



 


Dear Sirs


 


We refer to the facility
agreement dated 31 March 2000 between yourself as
company and ourselves (as supplemented and amended from time to time, the “Facility Agreement”).


 


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), Clause 6.5(b) shall be amended by
deleting the reference to “1%” and replacing it with a reference to “0.5%”.


 


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 (as defined in the the third amendment to loan
and security agreement (the “US Amendment Agreement”)
executed or to be executed between Congress as Lender and Bekins Worldwide
Solutions, Inc and others as Borrowers) becomes effective in accordance with Section 3
of the US Amendment Agreement.


 


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 (howsoever described).


 


This letter may be
executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.


 


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


 


	
  Yours faithfully

  
	
  BURDALE FINANCIAL LIMITED

  
	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Director

  



 


	
   

  	
  53 Queen Anne Street, London WIC 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

  



 





















 


Acknowledged
and agreed:


 


	
  GEOLOGISTICS
  LIMITED

  
	
   

  
	
  By:

  	
  /s/ George Papageorghiou

  	
   

  



 


As
Guarantor under the Guarantee and Indemnity (the “Guarantee”)
dated 31 March 2000 between ourselves and Burdale we hereby agree (with
such agreement taking effect as a deed) that the guarantee given by us in the
Guarantee remains in full force and effect and extends to guarantee the
obligations of the Company to Burdale under the Finance Documents as amended as
described above.


 


	
  Executed as a deed by

  
	
  GEOLOGISTICS CORPORATION

  
	
   

  
	
  By:

  	
  /s/ R Jackson

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  R Jackson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP & General
  Counsel

  	
   

  
				



 


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