Contract
Exhibit 4.22
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28 March 2001
BY FACSIMILE AND POST
GeoLogistics Limited
Royal Court
00 Xxxxxx Xxxx
Xxxxxxx
Xxxx XX0 0XX
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.
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00 Xxxxx Xxxx Xxxxxx, Xxxxxx XXX 0XX |
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t. 020 7935 1115 f. 020 7486 3513 w. xxx.xxxxxxx.xx.xx |
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Offices also in Manchester and Birmingham |
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Reg. No.2656007 Incorporated in England and Wales |
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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.
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Yours faithfully |
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/s/ [ILLEGIBLE] |
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For and on behalf of |
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BURDALE FINANCIAL LIMITED |
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Accepted and agreed: |
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GEOLOGISTICS LIMITED |
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By: |
/s/ Xxxxxx Xxxxxxxxxxxxx |
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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.
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Executed as a deed by |
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GEOLOGISTICS CORPORATION |
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Name: |
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