Exhibit 4.23


 


	
   

  	
  

  



 


4
April 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 dated as of 3 April 2001 (the “US Amendment Agreement”) between Congress
as Lender and Berkins 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 matters and
circumstances waived as Events of Default (as defined in the Loan Agreement) by
Congress pursuant to Sections 2(c) and 2(d) of the US Amendment Agreement shall
also (subject to the proviso to Section 2(c) of the US Amendment
Agreement) be deemed to be waived as Events of Default under the Facility
Agreement.


 


The
Effective Date shall be the date on which we have received a copy of this
letter countersigned on behalf of the Company and the Guarantor.


 


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).


 


	
   

  	
  53
  Queen Anne Street, London W1G 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

  



 





















 


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:

  	
  /s/ R Jackson

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  R Jackson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP & General
  Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


 


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