Exhibit 10.1


 


EXECUTION COPY


 


SIRVA
WORLDWIDE, INC.,


 


THE FOREIGN
SUBSIDIARY BORROWERS PARTIES HERETO,


 


THE SEVERAL
LENDERS

FROM TIME TO TIME PARTIES HERETO,


 


JPMORGAN CHASE
BANK, N.A.

as administrative agent


 


and


 


J.P. MORGAN SECURITIES INC.


as sole lead arranger and sole bookrunner


 


SIXTH
AMENDMENT TO THE CREDIT AGREEMENT


 


March 23, 2006


 

















 


SIXTH
AMENDMENT, dated as of March 23, 2006 (this “Sixth Amendment”), to
the Credit Agreement, dated as of December 1, 2003 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among SIRVA WORLDWIDE, INC., a Delaware corporation (the “Parent Borrower”),
the Foreign Subsidiary Borrowers from time to time parties to the Credit
Agreement (together with the Parent Borrower, the “Borrowers”), the
several banks and other financial institutions from time to time parties to the
Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly
known as JPMorgan Chase Bank), as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), and the other Agents parties
thereto.


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the
Borrowers, the Lenders and the Administrative Agent are parties to the Credit
Agreement; and


 


WHEREAS, the
Parent Borrower has requested that the Administrative Agent and the Lenders
agree to amend certain provisions of the Credit Agreement as set forth herein;


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants hereinafter set
forth, the parties hereto hereby agree as follows:


 


1.               Defined Terms. Unless otherwise
defined herein, capitalized terms that are defined in the Credit Agreement are
used herein as therein defined.


 


2.               Amendments to Subsection 1.1
(Defined Terms). (a) Subsection 1.1 of the Credit Agreement is
hereby amended by (a) deleting therefrom the definition of “Applicable
Margin” in its entirety and (b) inserting, in proper alphabetical order,
the following new or substitute defined terms and related definitions:


 


“Adjustment Date”:  the date on which the Lenders receive both (a) the
financial statements of Holding and the Parent Borrower required to be
delivered pursuant to subsection 7.1 for the fiscal periods ended March 31,
2005, June 30, 2005, and September 30, 2005, and (b) the related
compliance certificates required to be delivered pursuant to subsection 7.2(b) with
respect to such fiscal periods.


 


“Applicable Margin”:  (a) until the Adjustment Date, as
applied to any given type of Loans, (i) with respect to ABR Loans, 3.50%
per annum and (ii) with respect to Eurocurrency Loans, 4.50% per annum,
and (b) on and after the Adjustment Date, as applied to any given type of
Loans, (i) with respect to ABR Loans, 3.00% per annum and (ii) with
respect to Eurocurrency Loans, 4.00% per annum, provided that, with
respect to this clause (b), at any time that the Borrower has a senior implied
rating of less than B2 (with negative outlook) from Moody’s or a corporate
credit rating of less than B (with negative outlook) from S&P, then the
Applicable Margin shall be (x) 3.50% per annum, in the case of ABR Loans, and
(y) 4.50% per annum, in the case of Eurocurrency Loans.


 

















 


(b) Subsection 1.1 of the Credit Agreement
is hereby amended, effective on and as of January 1, 2005, by adding the
following at the end of the definition of the term “Consolidated
Indebtedness/Securitizations”:


 


For purposes of determining the Consolidated Leverage
Ratio for any fiscal quarter ended after January 1, 2005, and on or prior
to December 31, 2005, (i) any Indebtedness then owing by the Parent
Borrower or any of its Subsidiaries to Holding or any of its Subsidiaries
(other than the Parent Borrower or any of its Subsidiaries) that would
otherwise be included in Consolidated Indebtedness/Securitizations shall be
reduced by the amount of Indebtedness then owing by Holding or any of its
Subsidiaries (other than the Parent Borrower or any of its Subsidiaries) to the
Parent Borrower or any of its Subsidiaries, and (ii) Consolidated
Indebtedness/Securitizations shall accordingly be reduced by the same amount.


 


(c) Subsection 1.1 of the Credit Agreement
is hereby amended by amending clause (a) of the definition of the term “Net
Cash Proceeds” to read in its entirety as follows:


 


(a) reasonable attorneys’ fees, accountants’
fees, brokerage, consultant and other customary fees, underwriting commissions
and other reasonable fees and expenses actually incurred in connection with
such Asset Sale, Recovery Event, issuance or borrowing (including, (i) in
the case of an Asset Sale permitted pursuant to clause (xv) of subsection 8.6(a),
up to $11,000,000 of funding requirements (including, without limitation, in
the form of a cash deposit) in connection with insurance coverage that prior to
such Asset Sale had been provided by National Association of Independent
Truckers LLC, Vanguard Insurance Agency, Inc. or Transguard, and (ii) in
the case of an Asset Sale permitted pursuant to clause (xvii) of subsection 8.6(a),
up to £5,000,000 of funding requirements (including, without limitation, in the
form of a cash deposit) in connection with pension obligations of or relating
to SIRVA UK Limited and/or the business that is the subject of such Asset
Sale),


 


3.               Amendments to Subsection 7.1
(Financial Statements). Subsection 7.1 of the Credit Agreement is
hereby amended by:


 


(a)                                  deleting from paragraph (a) thereof
the date “June 30, 2006” and substituting in lieu thereof the date “August 15,
2006”;


 


(b)                                 deleting from paragraph (b) thereof
the phrase “March 31, 2006, and for the quarterly period ending March 31,
2006, not later than July 31, 2006” and substituting in lieu thereof the
phrase “May 15, 2006, for the quarterly periods ending March 31,
2006, and June 30, 2006, not later than October 16, 2006, and for the
quarterly period ending September 30, 2006, not later than December 15,
2006”;


 


(c)                                  deleting from paragraph (c) thereof
the date “June 30, 2006” and substituting in lieu thereof the date “August 15,
2006”; and


 


(d)                                 deleting from paragraph (d) thereof
the phrase “March 31, 2006, and for the quarterly period ending March 31,
2006, not later than July 31, 2006” and substituting in lieu thereof the
phrase “May 15, 2006, for the quarterly periods ending March 31,


 


2

















 


2006, and June 30, 2006, not later than October 16,
2006, and for the quarterly period ending September 30, 2006, not later
than December 15, 2006”.


 


4.               Amendment to Subsection 7.2(c) (Certificates;
Other Information). Subsection 7.2(c) of the Credit Agreement is
hereby amended by inserting the phrase “but for the fiscal year beginning January 1,
2006, not later than May 15, 2006,” to the second line of such subsection immediately
following the phrase “each fiscal year of the Parent Borrower,”.


 


5.               Amendments to Subsection 8.6(a) (Limitation
on Sale of Assets). Subsection 8.6(a) of the Credit Agreement is
hereby amended by (a) deleting the word “and” at the end of clause (xv)
thereof, (b) deleting the “.” at the end of clause (xvi) thereof and
substituting “; and” in lieu thereof and (c) inserting the following new
clause (xvii) at the end thereof:


 


(xvii)                      the Disposition of records
management and crate hire businesses and assets in the United Kingdom and the
Republic of Ireland (including the Capital Stock of Irish Security Archives
Limited), pursuant to the Agreement entitled “Agreement for the sale and
purchase of SIRVA UK Limited’s Records Management and Crate Hire operations in
the UK and Ireland”, dated as of March 15, 2006, among SIRVA UK Limited,
Crown Relocation Services Limited and Crown Worldwide Holdings Limited, provided,
that (x) subject to clause (y) below, 100% of the Net Cash Proceeds of such
Disposition is applied in accordance with subsection 4.4(c) and (y)
notwithstanding anything to the contrary in such subsection 4.4(c), none
of such Net Cash Proceeds are eligible to be reinvested.


 


6.               Conditions to Effectiveness of this
Sixth Amendment. This Sixth Amendment shall become effective upon the date
(the “Sixth Amendment Effective Date”) when the following conditions are
satisfied:


 


(a)                                  the Administrative Agent shall
have received (i) counterparts of this Sixth Amendment, duly executed and
delivered by the Borrowers and Administrative Agent, (ii) executed Lender
Addenda, or facsimile transmissions thereof, substantially in the form of Exhibit A
hereto (each, a “Lender Addendum”) from the Required Lenders under the
Credit Agreement, (iii) an executed Acknowledgment and Confirmation,
substantially in the form of Exhibit B hereto, from an authorized officer
of each of Holding and each Guarantor and (iv) all fees required to be
paid on or before the Sixth Amendment Effective Date, and all expenses required
to be paid on or before the Sixth Amendment Effective Date for which invoices
have been presented; and


 


(b)                                 the Parent Borrower shall have
paid to the Administrative Agent, on behalf of each Lender which shall have
executed and delivered a Lender Addendum to counsel to the Administrative Agent
by 12:00 Noon (New York City time) on March 23, 2006, an amendment fee in
an amount equal to 0.25% of the sum of each such Lender’s Revolving Credit
Commitment and Term Loans then outstanding.


 


3

















 


7.               Representations and Warranties.


 


(a)                                  No Default. No Default or Event of Default
shall have occurred and be continuing on the Sixth Amendment Effective Date
after giving effect to the transactions contemplated herein.


 


(b)                                 Representations and Warranties. Each of the representations
and warranties made by Holding and the Loan Parties in or pursuant to the Loan
Documents shall be true and correct in all material respects on and as of the
Sixth Amendment Effective Date (after giving effect hereto) as if made on and
as of such date, except to the extent such representations and warranties
expressly relate to a particular date, in which case such representations and
warranties were true and correct in all material respects as of such date.


 


8.               Payment of Expenses. The Parent
Borrower agrees to pay or reimburse the Administrative Agent for all of its
reasonable out-of-pocket costs and expenses incurred in connection with this
Sixth Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.


 


9.               Continuing Effect of the Loan
Documents. This Sixth Amendment shall not constitute an amendment or waiver
of any provision of the Credit Agreement or any other Loan Document not
expressly referred to herein and shall not be construed as an amendment, waiver
or consent to any further or future action on the part of Holding or the Loan
Parties that would require an amendment, waiver or consent of the Lenders or
Administrative Agent. Except as expressly amended hereby, the provisions of the
Credit Agreement and the other Loan Documents are and shall remain in full
force and effect. Any reference to the “Credit Agreement” in the Loan Documents
or any related documents shall be deemed to be a reference to the Credit
Agreement as amended by this Sixth Amendment. 


 


10.         Counterparts. This Sixth Amendment may
be executed by one or more of the parties hereto on any number of separate
counterparts (including by facsimile), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.


 


11.         Severability. Any provision of this
Sixth Amendment which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


12.         Integration. This Sixth Amendment and
the other Loan Documents represent the agreement of Holding, the Loan Parties,
the Administrative Agent and the Lenders with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any Lender relative to the subject matter hereof
not expressly set forth or referred to herein or in the other Loan Documents.


 


13.         GOVERNING LAW. THIS SIXTH AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SIXTH AMENDMENT SHALL BE


 


4

















 


GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


[THE REMAINDER
OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


5

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Sixth Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


 


	
   

  	
  SIRVA WORLDWIDE, INC. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
   

  	
  Name: Douglas V. Gathany

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
  ALLIED ARTHUR PIERRE N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin D. Pickford

  	
   

  
	
   

  	
   

  	
  Name: Kevin D. Pickford

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALNAV PLATINUM COMPANY (as successor to

  ALNAV Platinum Group Inc.)

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
   

  	
  Name: Douglas V. Gathany

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PICKFORDS AUSTRALIA PTY. LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Filipovic

  	
   

  
	
   

  	
   

  	
  Name: Michael Filipovic 

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIRVA UK LIMITED (formerly known as Pickfords

  Limited)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin D. Pickford

  	
   

  
	
   

  	
   

  	
  Name: Kevin D. Pickford

  
	
   

  	
   

  	
  Title: Director

  
					



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A. (formerly known as

  JPMorgan Chase Bank), as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neil R. Boylan

  	
   

  
	
   

  	
   

  	
  Name: Neil R. Boylan

  
	
   

  	
   

  	
  Title: Managing Director

  



 


7