Exhibit 4.20


 


CONGRESS FINANCIAL CORPORATION (WESTERN)


251 South Lake Avenue, Suite 900


Los Angeles, California 91101


 


November 4, 2004


 


Geologistics Corporation


1251 East Dyer Road, Suite 250


Santa Ana, California 92705


 


Re:           Amendment to Amended and Restated Guaranty
and Security Agreement


 


Ladies and Gentlemen:


 


Reference is
hereby made to that certain Amended and Restated Guaranty and Security
Agreement (as amended, the “Guaranty”) dated as of November 7, 2001, made by Geologistics
Corporation, a Delaware corporation (“Guarantor”), in favor of Congress
Financial Corporation (Western) (“Lender”). Capitalized terms used
herein without definition shall have the meanings set forth in the Guaranty.


 


Section 3(b)(iv) of the Guaranty is hereby amended and restated in its
entirety to read as follows:


 


“(iv)          Guarantor has no deposit accounts as of the
date hereof, except as set forth in the Information Certificate. Guarantor
shall not, directly or indirectly, after the date hereof open, establish or
maintain any deposit account unless each of the following conditions is
satisfied: (i) Lender shall have received not less than five (5) Business Days’
prior written notice of the intention of Guarantor to open or establish such
account which notice shall specify in reasonable detail and specificity
acceptable to Lender the name of the account, the owner of the account, the
name and address of the bank at which such account is to be opened or
established, the individual at such bank with whom Guarantor is dealing and the
purpose of the account, (ii) the bank where such account is opened or
maintained shall be acceptable to Lender, and (iii) on or before the opening of
such deposit account, Guarantor shall as Lender may specify either (A) deliver
to Lender a Deposit Account Control Agreement with respect to such deposit
account duly authorized, executed and delivered by Guarantor and the bank at
which such deposit account is opened and maintained or (B) arrange for Lender
to become the customer of the bank with respect to the deposit account on terms
and conditions acceptable to Lender. Lender may exercise control over any of
Guarantor’s deposit accounts pursuant to any such Deposit Account Control
Agreements immediately and without any notice upon the occurrence and during


 





















 


the
continuation of an Event of Default (as hereinafter defined), provided that
Lender shall give Guarantor not less than five (5) prior business days written
notice before applying any funds received by Lender from any such deposit
accounts to the Guaranteed Obligations. The terms of this Section 3(b)(iv)
shall not apply to deposit accounts specifically and exclusively used for
payroll, payroll taxes and other employee wage and benefit payments to or for
the benefit of Guarantor’s salaried employees.”


 


Except as specifically referenced in this letter, the terms of the
Guaranty are not modified in any way and the Guaranty shall continue to be in
full force and effect.


 


This
letter amendment shall be construed under and governed by the laws of the State
of California, and may be executed in any number of counterparts and by
different parties on separate counterparts. Each of such counterparts shall be
deemed to be an original, and all of such counterparts, taken together, shall
constitute but one and the same agreement. Delivery of an executed counterpart
of this letter by telefacsimile or electronic transmission of a “pdf” (or other
such viewable, printable data file) shall be equally effective as delivery of a
manually executed original counterpart.


 


Please
indicate your acknowledgement and agreement with the foregoing by signing this
letter in the spaces provided below and returning the original to Lender as
soon as  possible.


 


 


	
   

  	
  CONGRESS FINANCIAL
  CORPORATION

  
	
   

  	
  (WESTERN)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Whitaker

  	
   

  
	
   

  	
  Name:

  	
  Gary Whitaker

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED AND ACCEPTED THIS
  4th

  	
   

  
	
  DAY OF NOVEMBER, 2004:

  	
   

  
	
   

  	
   

  
	
  GEOLOGISTICS CORPORATION,

  	
   

  
	
  a Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Rima Hochman

  	
   

  	
   

  
	
  Name:

  	
  Rima Hochman

  	
   

  	
   

  
	
  Title:

  	
  Controller

  	
   

  	
   

  
									



 





















 


	
  “BORROWERS”

  	
   

  
	
   

  	
   

  
	
  MATRIX
  INTERNATIONAL LOGISTICS,
  INC.,

  	
   

  
	
  a Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael Bible

  	
   

  	
   

  
	
  Name:

  	
  Michael Bible

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GEOLOGISTICS AMERICAS INC.,

  	
   

  
	
  a Delaware corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael Bible

  	
   

  	
   

  
	
  Name:

  	
  Michael Bible

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President, Finance

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GEOLOGISTICS EXPO
  SERVICES, LLC,

  	
   

  
	
  a Georgia
  limited liability company

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael Bible

  	
   

  	
   

  
	
  Name:

  	
  Michael Bible

  	
   

  	
   

  
	
  Title:

  	
  Manager