Exhibit 4.22


 


	
   

  	
  

  



 


28 March 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”);


 


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


 


(C)           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
(amongst other things) making certain amendments to the Loan Agreement.


 


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 following shall be deemed not to
be Events of Default under the Facility Agreement:


 


(a)                                  the failure to establish financial covenants by 31 December 2000,
as required under Section 9.17 of the Loan Agreement; and


 


(b)                                 the failure of the Guarantor to maintain Adjusted Net Worth
(as defined in the Loan Agreement) in the amounts set forth in Section 10.1(n)
of the Loan Agreement for the period from 31 December 2000 to 30 April 2001.


 


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 US Amendment Agreement)
becomes effective in accordance with Section 3 of the US Amendment
Agreement.


 


	
   

  	
  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

  



 





















 


In
consideration of our issuing this letter at your request, the Company shall pay
to us a fee of US$32,000 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

  
	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  
	
  For and on behalf of

  
	
  BURDALE FINANCIAL LIMITED

  



 


 


	
  Accepted and agreed:

  
	
   

  
	
  GEOLOGISTICS LIMITED

  
	
   

  
	
  By:

  	
  /s/ George
  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 waiver
contained in this letter.


 


	
  Executed as a deed by

  
	
  GEOLOGISTICS CORPORATION

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


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