Exhibit 4.25


 


	
   

  	
  

  



 


28
June 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 receipt by us
of:


 


(a)                                  a copy of this letter countersigned on behalf
of the Company and the Guarantor;


 


(b)                                 evidence satisfactory to us that a corresponding
amendment has been or will (contemporaneously with the amendment set out below
taking effect) be made to the definition of “Maximum
Credit” in the Loan Agreement,


 


the definition of “Facility Limit”
in Clause 1.1 of the Facility Agreement shall be amended by replacing the words
“£15,000,000 or $25,000,000” with the words “£12,529,470 or $21,500,000”.


 


By
countersigning and returning a copy of this letter, each of the Company and the
Guarantor shall be deemed to represent to Burdale that, save as specified
below, each is in compliance with all of its obligations under the Finance Documents
and that there are no outstanding Defaults or Events of Default. It is
acknowledged and agreed that the financial statements of the Company and its
Subsidiaries have not been delivered to  Burdale in accordance with the
terms of the Facility Agreement and that such financial statements are to be
delivered to Burdale on or before 15 July 2001.


 


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.


 


	
   

  	
  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. 2656009 Incorporated in England and Wales

  
	
   

  	
   

  
	
   

  	
  affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST UNION
  company

  



 





















 


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


 


	
  Yours faithfully

  
	
  BURDALE FINANCIAL LIMITED

  
	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Director

  
	
   

  
	
  Acknowledged and
  agreed:

  
	
   

  
	
  GEOLOGISTICS LIMITED

  
	
   

  
	
  By:

  	
  /s/ G. Papageorghiou

  	
   

  
			



 


As Guarantor under the
Guarantee and Indemnity (the “Guarantee”)
dated 31 March 2000 between ourselves and Burdale we hereby:


 


(a)                                  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; and


 


(b)                                 confirm that the representation set out above and deemed to
be given by us on the signing and returning of this letter is correct.


 


	
  Executed as a deed by

  
	
  GEOLOGISTICS CORPORATION

  
	
   

  
	
  By:

  	
  /s/ R Jackson

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  R Jackson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP & General
  Counsel

  	
   

  
					



 


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