Exhibit
10.1


 


SEVENTH AMENDMENT TO


AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT


 


This SEVENTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT dated as of March 27, 2006 (this “Amendment”) is entered into among SIRVA RELOCATION CREDIT, LLC, as Seller, SIRVA RELOCATION LLC
(“SIRVA Relo”) and EXECUTIVE RELOCATION
CORPORATION (“Executive Relo”), as Servicers
and Originators, the Purchasers party thereto and LASALLE BANK NATIONAL
ASSOCIATION, as Agent (in such capacity, the “Agent”).


 


RECITALS


 


A.            The
Seller, the Servicers, the Purchasers and the Agent are parties to that certain
Amended and Restated Receivables Sale Agreement dated as of December 23, 2004
and amended as of March 31, 2005, May 31, 2005, June 30, 2005, September 30,
2005, November 14, 2005 and December 9, 2005 (as so amended, the “Receivables Sale Agreement”).


 


B.            The
parties wish to amend the Receivables Sale Agreement as hereinafter set forth.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1.             Certain
Defined Terms. Capitalized terms which are used herein without definition
and that are defined in the Receivables Sale Agreement shall have the same
meanings herein as in the Receivables Sale Agreement, as amended by this
Amendment.


 


2.             Amendments
to Receivables Sale Agreement. The Receivables Sale Agreement is hereby
amended as follows:


 


(a)           No
Originator Financial Statements. Sections 5.1(a)(i)(E), 5.1(a)(i)(F) and
5.1(a)(i)(G) of the Receivables Sale Agreement are amended and restated to read
in their entirety as follows:


 


“(E) [Reserved];

(F) [Reserved]; and

(G) [Reserved].”


 


(b)           Budget
for SIRVA Relo and Executive Relo to be Consolidating. Section 5.1(a)(iv)
of the Receivables Sale Agreement is amended to read in its entirety as
follows:


 


“(iv) Budgets. By March 31 of each year (or, in the case of the
2006 fiscal year, by May 15, 2006), a copy of a Budget for the Originators with
respect to such year prepared on a consolidating basis for the businesses owned
by SIRVA Relo and Executive Relo, and including the Seller (but excluding SIRVA
Mortgage), certified by an officer or officers of the Originators as being
prepared using the same methods as the budget prepared by the Parent for purposes
of the SIRVA Credit Agreement for such years and for 2004; and”


 

















 


(c)           Monthly
Reports for SIRVA Relo, Executive Relo and the Seller to be Consolidating. Section
5.2(a)(iii) of the Receivables Sale Agreement is hereby amended and restated to
read as follows:


 


“(iii)                         Monthly
Reports. As soon as available, but in any event not later than the
Monthly Delivery Date following the end of each of the monthly periods of each
fiscal year of the SIRVA Relo, Executive Relo and the Seller the unaudited
consolidated and consolidating balance sheet of the businesses owned by SIRVA
Relo and Executive Relo, and including the Seller (but excluding SIRVA
Mortgage) as at the end of such month and the related unaudited consolidated
and consolidating statements of income of the businesses owned by SIRVA Relo
and Executive Relo, and including the Seller (but excluding SIRVA Mortgage) for
such month and the portion of the fiscal year through the end of such month,
setting forth in each case in comparative form the figures for the
corresponding period of the previous fiscal year, certified by a Designated
Financial Officer of the Master Servicer as being (A) fairly stated in all
material respects, (B) complete and correct in all material respects in
conformity with GAAP, and (C) prepared in reasonable detail in accordance
with GAAP applied consistently throughout the periods reflected therein and
with prior periods (subject to normal year end audit and other adjustments);
and”


 


(d)           Monthly
Reports of Subservicers. Section 5.3(a)(iii) of the Receivables Sale
Agreement is hereby amended and restated to read as follows:


 


“(iii)  [Reserved];”


 


(e)           Definition
of Applicable Base Margin. The definition of “Applicable Base Margin” in
Schedule I to the Receivables Sale Agreement is hereby amended and restated to
read as follows:


 


“Applicable Base Margin” means:


 


(i)            with
respect to the period following the date of the First Amendment to but
excluding June 30, 2005, 1.25% with respect to the Prime Rate and 2.25% with
respect to the Eurodollar Rate,


 


(ii)           with
respect to the period from and including June 30, 2005 to and excluding
September 30, 2005, 1.50% with respect to the Prime Rate and 2.50% with respect
to the Eurodollar Rate,


 


(iii)          with
respect to the period from and including September 30, 2005 to but excluding
March 27, 2006, 1.75% with respect to the Prime Rate and 2.75% with respect to
the Eurodollar Rate,


 


(iv)          with
respect to the period from and including March 27, 2006 to but excluding the
first date by which all the financial statements of SIRVA, Inc. and the Parent
for the fiscal quarters ending March 31, 2005, June 30, 2005, and September 30,


 


2

















 


2005
are delivered to the Agent (together with the related compliance certificates
required to be delivered under the Receivables Sale Agreement), 2.00% with
respect to the Prime Rate and 3.00% with respect to the Eurodollar Rate,


 


(v)           with
respect to the period from and including the first date on which the delivery
requirements described in clause (iv) are satisfied to but excluding the first
day by which all the financial statements of SIRVA, Inc. and the Parent for the
fiscal year ending December 31, 2005 and the fiscal quarters ending March 31,
2006, June 30, 2006 and September 30, 2006 are delivered to the Agent
(together with related compliance certificates required to be delivered under
the Receivables Sale Agreement), 1.75% with respect to the Prime Rate and 2.75%
with respect to the Eurodollar Rate, and


 


(vi)          at any time
thereafter the percentage set forth below opposite the Consolidated Leverage
Ratio most recently reported by Parent and its Subsidiaries under the SIRVA
Credit Agreement, as such agreement is in effect on the date hereof; provided
that if and for so long as such Consolidated Leverage Ratio has not been so
reported, the Applicable Base Margin shall be as set forth in clause (iii)
above.


 




	
  CONSOLIDATED LEVERAGE RATIO

  	
   

  	
  PRIME
  RATE

  	
   

  	
  EURODOLLAR
  RATE

  	
   

  
	
  Greater than or
  equal to 3.25

  	
   

  	
  1.50%

  	
   

  	
  2.50%

  	
   

  
	
  Greater than or
  equal to 2.75 and less than 3.25

  	
   

  	
  1.25%

  	
   

  	
  2.25%

  	
   

  
	
  Greater than or
  equal to 1.75 and less than 2.75

  	
   

  	
  1.00%

  	
   

  	
  2.00%

  	
   

  
	
  Less than 1.75

  	
   

  	
  0.75%

  	
   

  	
  1.75%

  	
   

  






 


(f)            Concentration
Limit Definition. The definition of Concentration Limit in Schedule I to
the Receivables Sale Agreement is hereby amended to add the following sentence
at the end thereof:


 


“It is understood and agreed that any Employer described in clause
(iii) of the definition of Eligible Employer shall be deemed to have no rating
for purposes of calculating its Concentration Limit.”


 


(g)           Eligible
Employer Definition. The definition of “Eligible Employer” in Schedule I to
the Receivables Sale Agreement is hereby amended and restated to read as
follows:


 


““Eligible Employer” means an Included Employer; provided that any Employer shall cease to be an Eligible
Employer if (i) any Receivable to which it is an Obligor shall have become a
Charge-off, (ii) more than 50% of the Receivables as to which it is an Obligor
shall at any time remain unpaid past their Disqualification Dates, (iii) such
Employer has suffered a Bankruptcy Event, except in the case of Federal Mogul
Corporation, USG Corporation or Delphi Corporation or other Employer to the
extent that the payment of the related Receivables of such Employer have been
approved (which approval has not been


 


3

















 


rescinded) by the applicable bankruptcy
court, or (iv) in the case of any Employer listed on Schedule IV,
the corrective action described opposite the name of such Employer in such
schedule shall not have been taken by the date specified in such schedule; and provided further that the Agent may determine, in its sole
discretion upon notice to the Seller, that any Employer shall no longer be an
Eligible Employer with respect to any additional Receivables that might
otherwise be proposed to be included in Eligible Receivables following such
determination by the Agent.”


 


(h)           Eligible
Receivable Definition. The definition of “Eligible Receivable” in Schedule
I to the Receivables Sale Agreement is hereby amended by deleting the word
“and” at the end of clause (xvi), replacing the period at the end of clause
(xvii) with “; and” and adding thereto the following clause (xviii):


 


“(xviii) with
respect to any Receivable of an Eligible Employer subject to a Bankruptcy
Event, the payment of the Receivable of such Employer has been approved (which
approval has not been rescinded) by the applicable bankruptcy court.”


 


(i)            The
following new definitions are hereby added to Schedule I to the Receivables
Sale Agreement, in the applicable alphabetical positions:


 


“Monthly Delivery Date” means (i) with respect to the March,
June, September and December monthly periods of the Master Servicer’s fiscal
year, the 45th day following the end of such monthly period, and
(ii) with respect to any other monthly period of such fiscal year, the 30th
day following the end of such monthly period.


 


“Seventh Amendment” means the Seventh Amendment to Amended
and Restated Receivables Sale Agreement, dated as of March 27, 2006, among
the Seller, the Servicers, the Originators, the Agent and the Purchasers.”


 


“SIRVA Mortgage” means SIRVA Mortgage, Inc., a wholly owned
subsidiary of CMS Holding, LLC and an indirect wholly owned subsidiary of
SIRVA, Inc.”


 


3.             Financial
Reporting Template and Certain Certificates.


 


(a)           Attached
hereto as Attachment 1 is the form of financial template to be used by the
SIRVA Entities in the financial reporting required under the Receivables Sale
Agreement subject to any modifications thereto from time to time approved by
the Agent.


 


(b)           Exhibit F
to the Receivables Sale Agreement is hereby amended and restated in the form of
Exhibit F attached hereto.


 


(c)           The
Seller, SIRVA Relo and Executive Relo agree to cause the financial statements
required to be delivered to the Agent under Section 5.2(a)(iii) of the


 


4

















 


Receivables
Sale Agreement to be certified in the form attached hereto as
Attachment 2, as such form may be modified from time to time with the
consent of the Agent.


 


(d)           SIRVA Relo
and Executive Relo agree to certify their budgets required to be delivered to
the Agent under Section 5.1(a)(iv) of the Receivables Sale Agreement in the
form attached hereto as Attachment 3, as such form may be modified from time to
time with the consent of the Agent.


 


(e)           SIRVA Relo
shall certify each Monthly Report and Weekly Report delivered to the Agent in
the form attached hereto as Attachment 4, as such form may be modified from
time to time with the consent of the Agent.


 


4.             Limited
Consents and Waivers.


 


(a)           Section
5.1(a)(i)(A), (B), (C) and (D) of the Receivables Sale Agreement, as amended by
Section 3(a) of the Third Amendment and Section 3(a) of the Fourth Amendment
and Section 3(a) of the Fifth Amendment, require delivery of unqualified
audited consolidated financial statements of SIRVA, Inc. and the Parent for
each fiscal year and delivery of unaudited consolidated quarterly financial
statements for SIRVA, Inc. and the Parent, in each case by specified dates. Subject
to Section 5 of this Amendment and subject to the representation and
warranty in Section 6(iv) of this Amendment being true and correct, the
Agent and the Purchasers agree that:


 


(i)            the
delivery of such financial statements for the fiscal year ended December 31,
2005 may be delayed until August 15, 2006; and


 


(ii)           the
delivery of the unaudited consolidated quarterly financial statements of SIRVA,
Inc. and the Parent to be delivered under clauses (B) and (D) of Section
5.1(a)(i) of the Receivables Sale Agreement in respect of each fiscal quarter
described below may be delayed until the date set opposite such quarter:


 


	
  Fiscal Quarter

  	
   

  	
  Delivery Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  first,
  second and third quarter, 2005

  	
   

  	
  May 15, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  first and
  second quarter, 2006

  	
   

  	
  October 16,
  2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  third
  quarter, 2006

  	
   

  	
  December 15,
  2006.

  	
   

  



 


(b)           the Agent
and the Purchasers hereby waive any Termination Event arising from SPV’s loan
of funds in an aggregate amount of approximately $21,000,000 to SIRVA Relo and
Executive Relo during 2005, provided that (i) $21,000,000 of such borrowings
shall have been repaid prior to March 31, 2006, and (ii) any remaining amount
shall have been repaid, and any related accounting adjustments shall have been
completed, prior to June 30, 2006.


 


5

















 


(c)           The Agent
and the Purchasers hereby consent to the execution and delivery of an amendment
to the SIRVA Credit Agreement in the form attached hereto as Attachment 5 (the
“Credit Agreement Amendment”), provided
that (i) no compensation shall be paid by the SIRVA Entities in connection with
such amendment except as described in such Credit Agreement Amendment, and (ii)
such amendment became effective on or prior to March 27, 2006.


 


5.             Reservation
of Rights. By press releases dated January 31, 2005, March 15,
2005, June 20, 2005, June 22, 2005 and September 21, 2005, SIRVA, Inc.
announced various matters, including the existence of a formal
investigation by the SEC of such practices and processes. Notwithstanding the
agreement of the Agent and the Purchasers to a delay in the delivery of certain
financial reports and ongoing discussions between the Agent, the Purchasers and
the Originators with respect to the matters described in the Press Releases,
the Agent and the Purchasers have not waived any rights or remedies they may
have with respect to the matters, except as set forth in Section 3(a)(vi) of
the Fifth Amendment, that are the subject of such review and investigation or
any related matters. The Agent and the Purchasers hereby expressly reserve all
of their rights and remedies with respect to all of the foregoing, including
all rights with respect to any related Termination Event that may have occurred
and not been waived pursuant to Section 3(a)(vi) of the Fifth Amendment.


 


6.             Representations
and Warranties. With respect to the Sale Agreement, the Seller and each
Servicer, and with respect to the Purchase Agreement, the Originators hereby
represent and warrant to the Agent and the Purchasers as follows:


 


(i)            Representations
and Warranties. The representations and warranties contained in Article IV
of the Receivables Sale Agreement and Section 4 of the Purchase Agreement are
true and correct as of the date hereof (except to the extent such
representations and warranties relate solely to an earlier date, in which case
they are true and correct as of such earlier date and except for the matters to
be corrected by the Specified Adjustments).


 


(ii)           Enforceability.
The execution and delivery by the Seller and each Servicer of this Amendment,
and the performance by the Seller and each Servicer of this Amendment and the
Receivables Sale Agreement, as amended hereby (the “Amended Agreement”),
are within the corporate powers of the Seller and each Servicer and have been
duly authorized by all necessary corporate or company action on the part of the
Seller and each Servicer. This Amendment and the Amended Agreement are valid
and legally binding obligations of the Seller and each Servicer, enforceable in
accordance with their terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally or by equitable principles relating to
enforceability.


 


(iii)          No
Potential Termination Event. No Potential Termination Event that will not
be cured by this Amendment becoming effective has occurred and is continuing.


 


(iv)          Specified
Adjustments. Except as has been disclosed by the Servicers to the
Purchasers in the supplement to the Fee Letter delivered in connection with the
First


 


6

















 


Amendment,
the adjustments described in the definition of “Specified
Adjustment” do not result from (and are not alleged by any
Governmental Authority or Responsible Person to have resulted from) fraud,
misconduct or similar circumstances; and the matters disclosed in the Press
Releases and related matters will not have a Material Adverse Effect.


 


7.             Acknowledgment
by Originators. Each of SIRVA Relo and Executive Relo, in its capacity as
an Originator, acknowledges and agrees to the terms of this Amendment,
including without limitation Sections 2 and 3 hereof.


 


8.             Effect
of Amendment. Except as expressly amended and modified by this Amendment,
all provisions of the Receivables Sale Agreement shall remain in full force and
effect; and the Seller and the Servicers confirm and reaffirm their obligations
under the Amended Agreement and the other Transaction Documents. Without
limiting the foregoing, the Seller and the Originators confirm and reaffirm
their obligation under Section 3 of the Fee Letter, and acknowledge that
nothing in this Amendment shall limit the ability of the Agent and the
Purchasers to require changes to the terms of the Transaction Documents as
contemplated by such Section 3. After this Amendment becomes effective, all
references in the Receivables Sale Agreement (or in any other Transaction
Document) to “this Agreement”, “hereof”, “herein” or otherwise referring to the
Receivables Sale Agreement shall be deemed to be references to the Amended
Agreement. This Amendment shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Receivables Sale Agreement other than
as set forth herein.


 


9.             Effectiveness.
This Amendment shall become effective upon the date on which all of the
following occur (the “Amendment Effective Date”):


 


(i)            receipt
by the Agent of counterparts of this Amendment (whether by facsimile or
otherwise) executed by the Seller, the Servicers, the Originators, the Agent
and the Purchasers and consented to by Parent and NAVL,


 


(ii)           receipt by
the Agent of a fee equal to 0.15% of the Aggregate Commitment for the account
of the Purchasers (proportionately according to their Commitment Percentages),
and


 


(iii)          receipt
by the Agent of a true and correct copy of the fully executed Credit Agreement
Amendment in form and substance satisfactory to the Agent and the Purchasers.


 


10.           Headings;
Counterparts. Section Headings in this Amendment are for reference only and
shall not affect the construction of this Amendment. This Amendment may be
executed by different parties on any number of counterparts, each of which
shall constitute an original and all of which, taken together, shall constitute
one and the same agreement.


 


11.           Cumulative
Rights and Severability. All rights and remedies of the Purchasers and
Agent hereunder shall be cumulative and non-exclusive of any rights or remedies
such Persons have under law or otherwise. Any provision hereof that is
prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be
ineffective to the extent of such prohibition or


 


7

















 


unenforceability
without invalidating the remaining provisions hereof and without affecting such
provision in any other jurisdiction.


 


12.           Governing
Law. This Amendment shall be governed by, and construed in accordance with,
the internal laws (and not the law of conflicts) of the State of Illinois.


 


[signature pages
begin on next page]


 


8

















 


IN WITNESS WHEREOF, the parties have executed
this Amendment as of the date first above written.


 


	
   

  	
  SIRVA RELOCATION CREDIT, LLC, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS
  V. GATHANY

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIRVA RELOCATION LLC, as a Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS V. GATHANY

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE RELOCATION CORPORATION, as

  a Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS V. GATHANY

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


The undersigned (i) consent and agree to the foregoing Amendment, (ii) confirm
that references in the Purchase Agreement to the Receivables Sale Agreement
shall be references to such agreement as amended by the Amendment, and (iii)
confirm that the Purchase Agreement is in full force and effect.


 


	
  SIRVA RELOCATION LLC, as an Originator

  
	
   

  
	
   

  
	
  By:

  	
  /s/ DOUGLAS V. GATHANY

  	
   

  
	
  Title:

  	
  Treasurer

  	
   

  
	
   

  
	
   

  
	
  EXECUTIVE RELOCATION CORPORATION,

  
	
  as an Originator

  
	
   

  
	
   

  
	
  By:

  	
  /s/ DOUGLAS V. GATHANY

  	
   

  
	
  Title:

  	
  Treasurer

  	
   

  
				



 


Seventh
Amendment


 


S-1

















 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Purchaser and Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARLEE ZWEIGBAUM

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


S-2

















 


	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ REBECCA L. MILLIGAN

  
	
   

  	
  Title:

  	
  Duly Authorized Signatory

  
				



 


S-3

















 


	
   

  	
  THE CIT GROUP/BUSINESS

  CREDIT, INC., as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CARL GIORDANO

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


S-4

















 


	
   

  	
  E*TRADE BANK, as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SAM CROW

  
	
   

  	
  Title:

  	
  Senior Manager, Commercial Lending

  
				



 


S-5

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as

  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MATT SCHULZ

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


S-6

















 


	
   

  	
  WELLS FARGO BANK, N.A., as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDY CAVALLARI

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


S-7

















 


	
   

  	
  ALLIED IRISH BANKS, P.L.C., as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARGARET BRENNAN

  
	
   

  	
  Title:

  	
  Senior Vice President

  
				



 


S-8

















 


ACKNOWLEDGEMENT
AND CONSENT


 


Reference
is made to the Amended and Restated Guaranty dated as of
December 23, 2004, executed by the undersigned in favor of SIRVA Relocation
Credit, LLC (the “Guaranty”). The undersigned (i) consent and agree to the
foregoing Amendment, (ii) confirm that references in the Guaranty to the
Receivables Sale Agreement shall be references to such agreement as amended by
the Amendment, and (iii) confirm that the Guaranty is in full force and effect.


 


IN
WITNESS WHEREOF, the undersigned have executed this Acknowledgement and consent
as of the date first above written.


 


	
   

  	
  SIRVA WORLDWIDE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS V. GATHANY

  
	
   

  	
  Title:

  	
  Vice President, Treasurer

  
				



 


 


	
   

  	
  NORTH AMERICAN VAN LINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS V. GATHANY

  
	
   

  	
  Title:

  	
  Vice President, Treasurer