Exhibit 10.1


 


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




 





 


ELEVENTH AMENDMENT TO THE CREDIT
AGREEMENT


 


January 22, 2008


 

















 


ELEVENTH AMENDMENT, dated as of January 22,
2008 (this “Eleventh 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 and the Guarantee and Collateral Agreement (as defined
in 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 inserting, in proper alphabetical order, the
following new or substitute defined terms and related definitions:


 


“Eleventh Amendment”:  the Eleventh Amendment, dated as of January 22,
2008, to this Agreement.


 


“Eleventh Amendment
Effective Date”:  the date on which
the conditions precedent set forth in Section 15 of the Eleventh Amendment
shall have been satisfied or waived, which date is January 23, 2008.


 


“Lender Addendum”:  as defined in Section 15 of the Eleventh
Amendment.


 


“New Loan Maturity Date”:  as defined in subsection 2.6(c).


 


“New Term Lenders”:  Lenders which hold New Term Loans or New Term
Loan Commitments.


 


“New Term Loan Commitment”:  as to any New Term Lender, its obligation to
make a New Term Loan to the Parent Borrower hereunder in an amount not to
exceed the amount set forth opposite the heading “New Term Loan Commitment” in
such Lender’s Lender Addendum delivered pursuant to the Eleventh Amendment;
collectively, as to all


 

















 


the New Term Lenders, the “New
Term Loan Commitments”.  The original
amount of the aggregate New Term Loan Commitments of the New Term Lenders is
$20,000,000.


 


“New Term Loans”:  the term loans made to the Parent Borrower
pursuant to subsection 2.5 of this Agreement.


 


“New Term Percentage”:  the percentage which such Lender’s New Term
Loans then outstanding constitutes of the aggregate principal amount of New
Term Loans then outstanding.


 


“Original Term Lenders”:  Lenders which hold Original Term Loans
immediately prior to the Eleventh Amendment Effective Date.


 


“Original Term Loan Commitment”:  as to any Original Term Lender, the
obligation of such Original Term Lender to make an Original Term Loan to the
Parent Borrower hereunder on the First Amendment Effective Date.  The original aggregate amount of the Original
Term Loan Commitment was $490,000,000.


 


“Original Term Loans”:  the term loans made to the Parent Borrower
pursuant to this Agreement on the Closing Date and on the First Amendment Effective
Date.  As of the Eleventh Amendment
Effective Date, the aggregate outstanding principal amount of Original Term
Loans is $315,640,118.85.


 


“Other Representatives”:  each of J.P. Morgan Securities Inc., in its
respective capacities as sole bookrunner and sole lead arranger of the Term
Loan Commitments hereunder and as joint bookrunner and joint lead arranger of
the Revolving Credit Commitments hereunder, BAS, in its respective capacities
as joint bookrunner and joint lead arranger of the Revolving Credit Commitments
hereunder and as Syndication Agent, Credit Suisse First Boston, in its capacity
as a Documentation Agent, Deutsche Bank Securities Inc., in its capacity as a
Documentation Agent, Goldman Sachs Credit Partners L.P., in its capacity as a Documentation
Agent, and the Issuing Lender, in its capacity as such.


 


“Term Loan Commitments”:  prior to the Eleventh Amendment Effective
Date, the Original Term Loan Commitments; and from and after the Eleventh
Amendment Effective Date, the collective reference to the Original Term Loan
Commitments and the New Term Loan Commitments.


 


“Term Loan Lenders”:  prior to the Eleventh Amendment Effective
Date, the Original Term Lenders; and from and after the Eleventh Amendment
Effective Date, the collective reference to the Original Term Lenders and the
New Term Lenders.


 


“Term Loan Percentage”:  the percentage which such Lender’s Term Loans
then outstanding constitutes of the aggregate principal amount of Term Loans
then outstanding.


 


2

















 


“Term Loans”:  prior to the Eleventh Amendment Effective
Date, the Original Term Loans; and from and after the Eleventh Amendment
Effective Date, the collective reference to the Original Term Loans and the New
Term Loans.


 


(b)           Subsection
1.1 of the Credit Agreement is hereby amended by deleting therefrom the
following defined terms and related definitions:  “Continuing Term Loan Lender”, “Converted
Term Loans”, “Term Loan Refinancing”, “Tranche B Term Loan
Commitment/Conversion”, “Tranche B Term Loan Lender” and Tranche B Term Loans”.


 


3.     Amendment to Subsection 2.5 (Tranche B Term
Loans).  Subsection 2.5 of the Credit Agreement is
hereby amended in its entirety to read as follows:


 


2.5           Term
Loans.  The Original Term Loans were
made to the Parent Borrower (or were converted from term loans originally made
on the Closing Date) on the First Amendment Effective Date.  Subject to the terms and conditions hereof,
each New Term Lender severally agrees to make a term loan in Dollars (collectively,
the “New Term Loans”) to the Parent Borrower on the Eleventh Amendment
Effective Date in a principal amount not to exceed the amount of such Lender’s
New Term Loan Commitment set forth on its Lender Addendum.  The Term Loans may from time to time be (a) Eurocurrency
Loans having an Interest Period of one month, (b) ABR Loans or (c) a
combination thereof, as determined by the Parent Borrower and notified to the
Administrative Agent in accordance with subsections 2.7 and 4.2.


 


4.     Amendment to Subsection 2.6 (Tranche B Term
Notes).  Subsection 2.6 of the Credit Agreement is
hereby amended in its entirety to read as follows:


 


2.6  Term Notes.  (a) The Parent Borrower agrees that,
upon the request to the Administrative Agent by any Term Loan Lender, in order
to evidence such Lender’s Term Loans, the Parent Borrower will execute and
deliver to such Lender a promissory note substantially in the form of Exhibit A-2
(each, as amended, supplemented, replaced or otherwise modified from time to
time, a “Term Note”), with appropriate insertions therein as to payee,
date, maturity date and principal amount, payable to the order of such Term
Loan Lender and in a principal amount equal to the lesser of (i) the
amount of such Lender’s Original Term Loan Commitment or New Term Loan
Commitment, as applicable, and (ii) the unpaid principal amount of the
Original Term Loans or New Term Loans, as applicable, made by such Term Loan
Lender to the Parent Borrower.  Each Term
Note shall (x) be dated the First Amendment Effective Date or the Eleventh
Amendment Effective Date, as applicable, (y) be payable as provided in
subsection 2.6(b) or (c), as applicable, and (z) provide for the
payment of interest in accordance with subsection 4.1.


 


(b)           The aggregate
Original Term Loans of all the Original Term Loan Lenders shall be payable in
consecutive quarterly installments (subject to reduction as provided in
subsection 4.4), on the dates and in the principal amounts equal to the
respective amounts set forth below (together with all accrued interest thereon)
opposite the applicable installment dates (or, if less, the aggregate amount of
the Original Term Loans then 


 


3

















 


outstanding):


 


	
  Date

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  789,100.30

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  789,100.30

  	
   

  
	
  September 30, 2008

  	
   

  	
  $

  	
  789,100.30

  	
   

  
	
  December 31, 2008

  	
   

  	
  $

  	
  789,100.30

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  789,100.30

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  789,100.30

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  789,100.30

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  789,100.30

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  77,331,829.12

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  77,331,829.12

  	
   

  
	
  September 30, 2010

  	
   

  	
  $

  	
  77,331,829.12

  	
   

  
	
  Final Maturity Date

  	
   

  	
  $

  	
  77,331,829.12

  	
   

  



 


(c)           The aggregate New Term Loans of all
the New Term Lenders shall be repaid in full on February 29, 2008 (the “New
Loan Maturity Date”).


 


5.     Amendment to Subsection 2.7. 
Subsection 2.7 of the Credit Agreement is hereby amended in its entirety
to read as follows:


 


2.7  Procedure for Term Loan
Borrowing.  The Parent Borrower shall
give the Administrative Agent irrevocable notice (which notice must be received
by the Administrative Agent prior to 12:30 P.M., New York City time), at
least (a) three Business Days prior to the Eleventh Amendment Effective
Date if all or any part of the New Term Loans are to be initially Eurocurrency
Loans or (b) one Business Day prior to the Eleventh Amendment Effective
Date, in all other cases, requesting that the New Term Lenders make the New
Term Loans on the Eleventh Amendment Effective Date and specifying (i) the
amount to be borrowed, (ii) whether the New Term Loans are to be initially
Eurocurrency Loans, ABR Loans or a combination thereof and (iii) if the
New Term Loans are to be entirely or partly Eurocurrency Loans, the respective
amounts of each such Type of Loan and the respective lengths of the initial
Interest Periods therefor (which shall not exceed one month).  Upon receipt of such notice the
Administrative Agent shall promptly notify each New Term Lender thereof.  Each New Term Lender will make the amount of
its pro  rata
share of the New Term Loans available to the Administrative Agent for the
account of the Parent Borrower at the office of the Administrative Agent
specified in subsection 11.2 prior to 10:00 A.M., New York City time, on
the Eleventh Amendment Effective Date in Dollars and in funds immediately
available to the Administrative Agent. 
The Administrative Agent shall on such date credit the account of the
Parent Borrower on the books of such office of the Administrative Agent with
the aggregate of the amounts made available to the Administrative Agent by the
New Term Lenders and in like funds as received by the Administrative Agent.


 


4

















 


6.     Amendments to Subsection 2.8 (Repayment of
Loans).  Subsection 2.8(a) of the Credit
Agreement is hereby amended by (a) deleting the word “and” at the end of
clause (ii) thereof and (b) deleting clause (iii) thereof in its
entirety and substituting in lieu thereof the following:


 


(iii) in the case of the Parent Borrower only, the Original Term
Loan Lenders, the amounts specified in subsection 2.6(b) (or, if less
in any case, the aggregate amount of the Original Term Loans then outstanding),
on the dates set forth in subsection 2.6(b) (or such earlier date on
which the Original Term Loans become due and payable pursuant to Section 9);
and (iv) in the case of the Parent Borrower only, each New Term Lender,
the then unpaid principal amount of the New Term Loan of such New Term Lender,
on the New Loan Maturity Date (or such earlier date on which the New Term Loans
become due and payable pursuant to Section 9)


 


7.     Amendments to Subsection 4.1 (Interest Rates
and Payment Dates).  (a)  Subsection 4.1(d) of the
Credit Agreement is hereby amended in its entirety to read as follows:


 


(d)           Interest shall be payable in arrears
on each Interest Payment Date, provided that interest accruing pursuant
to paragraph (c) of this subsection shall be payable from time to time on
demand.


 


(b)           The second sentence of subsection 4.1(f) of the
Credit Agreement is hereby amended by deleting therefrom the words “and the
Final Maturity Date (in the case of Tranche B Term Loans)” and substituting in
lieu thereof the following:


 


, the Final Maturity Date (in the case of Original Term Loans) and the
New Loan Maturity Date (in the case of New Term Loans)


 


8.     Amendments to Subsection 4.4 (Optional and
Mandatory Prepayments and Commitment Reductions).  (a) 
The fourth sentence of subsection 4.4(a) of the Credit Agreement is hereby
amended by deleting clause (i) therefrom and substituting in lieu thereof
the following:


 


(i) the Term Loans shall be applied, first, to payment of
the New Term Loans then outstanding and, second, to payment of the Original
Term Loans then outstanding (with such prepayment of Original Term Loans to be
applied pro  rata to the respective installments of principal
thereof, provided that any such payment made within 12 months prior to
the date on which an installment of principal thereof is scheduled to be made
may, at the option of the Parent Borrower, be applied first to such
installment).


 


(b)           The fifth sentence of subsection 4.4(a) of
the Credit Agreement is hereby amended in its entirety to read as follows:


 


Each Borrower shall use its reasonable best efforts, subject to any
judicial or other approval as may be required and notwithstanding anything to
the contrary herein or in any other Loan Document, to prepay the New Term
Loans, 2008 Revolving Credit Loans, 2008 Swing Line Loans and 2008
Reimbursement Obligations, including, in each case, accrued and unpaid interest
and fees thereon, with the initial proceeds of any 


 


5

















 


Restructuring Financing, and, for purposes of this Agreement (including
subsection 11.7(a)), such payment shall be allocated to the Lenders holding New
Term Loans, 2008 Revolving Credit Loans, 2008 Swing Line Loans and 2008
Reimbursement Obligations pro  rata according to the respective
outstanding principal (or drawn) amounts thereof then held by such Lenders.


 


9.     Amendment to Subsection 4.5 (Commitment
Fees; Administrative Agent’s Fee; Other Fees).  Subsection 4.5 of the Credit Agreement is
hereby amended by inserting the following paragraphs (c) and (d) at
the end thereof:


 


(c)           Unless otherwise
agreed by the Revolving Credit Lenders, the Revolving Credit Commitment
Percentages of which aggregate greater than 50%, the Parent Borrower agrees to
pay to the Administrative Agent, for the account of each Revolving Credit
Lender, a fee equal to 4% of the portion of the Revolving Credit Commitment of
such Lender that is in excess of such Lender’s Revolving Credit Commitment
Percentage of $107,000,000.  Such fee
shall be fully earned on the Eleventh Amendment Effective Date but shall be
payable on February 29, 2008; provided that if the 2008 Revolving
Credit Loans, 2008 Swing Line Loans and 2008 Reimbursement Obligations  are repaid in full in cash, and the Revolving
Credit Commitments in an aggregate amount equal to the 2008 Revolving Credit
Loans, 2008 Swing Line Loans and 2008 Reimbursement Obligations  are terminated, on or before February 29,
2008, each Revolving Credit Lender agrees that such fee shall be deemed to be
waived in full.


 


(d)           Unless otherwise
agreed by the New Term Lenders, the New Term Percentages of which aggregate
greater than 50%, the Parent Borrower agrees to pay to the Administrative
Agent, for the account of each New Term Lender, a fee equal to 4% of the
original principal amount of the New Term Loan made by such Lender.  Such fee shall be fully earned on the Eleventh
Amendment Effective Date but shall be payable on February 29, 2008; provided
that if the New Term Loans are repaid in full in cash on or before February 29,
2008, each New Term Lender agrees that such fee shall be deemed to be waived in
full.


 


10.   Amendment to Subsection 4.8 (Pro Rata Treatment
and Payments).  The third sentence of
subsection 4.8(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:


 


Each payment (including each prepayment) by any of the Borrowers on
account of principal of and interest on any Term Loans shall be allocated by
the Administrative Agent, first to the New Term Loans and, second,
to the Original Term Loans, in each case pro  rata according to
the respective outstanding principal amounts of such New Term Loans or Original
Term Loans, as the case may be, then held by the Term Loan Lenders.


 


11.   Amendment to Subsection 5.17 (Purpose of
Loans).  Subsection 5.17 of the
Credit Agreement is hereby amended by replacing the first sentence thereof with
the following:


 


6

















 


The proceeds of the New Term Loans shall be used by the Parent
Borrower to finance the working capital and business requirements of, and for
general corporate purposes of, the Parent Borrower and its Subsidiaries.


 


12.   Amendment to Subsection 8.20 (Mandatory
Prepayment Events).  Subsection 8.20 of
the Credit Agreement is hereby amended by deleting therefrom the words “mandatory
prepayment under subsection 4.4(c)” and substituting in lieu thereof the
following:  “mandatory prepayment under
subsection 4.4(c) or (e)”.


 


13.   Amendment to Section 9 (Events of
Default).  Clause (A) in the
phrase following clause (m) of Section 9 of the Credit Agreement is
hereby amended by deleting therefrom the words “if such event is an Event of
Default specified in clause (i) or (ii) of paragraph (f) above
with respect to any Borrower” and substituting in lieu thereof the following:


 


if such event is an Event of Default specified in clause (i) or (ii) of
paragraph (f) above with respect to the Parent Borrower, Holding or any
Domestic Subsidiary


 


14.   Amendment to Subsection 6.5 of the
Guarantee and Collateral Agreement (Application of Proceeds).  Subsection 6.5 of the Guarantee and
Collateral Agreement is hereby amended in its entirety to read as follows:


 


6.5           Application of
Proceeds.  It is agreed that if an
Event of Default shall occur and be continuing, any and all Proceeds of the
relevant Granting Party’s Security Collateral received by the Administrative
Agent (whether from the relevant Granting Party or otherwise and including any
payments from any Granting Party in reduction of the Obligations) shall be held
by the Administrative Agent for the benefit of the Secured Parties as
collateral security for the Obligations of the relevant Granting Party (whether
matured or unmatured), and/or then or at any time thereafter may, in the sole
discretion of the Administrative Agent, be applied by the Administrative Agent
against the Obligations of the relevant Granting Party then due and owing in
the following order of priority:


 


FIRST, to the payment of all reasonable costs and expenses incurred by
the Administrative Agent in connection with this Agreement, the Credit
Agreement, any other Loan Document or any of the Obligations of the relevant
Granting Party, including, without limitation, all court costs and the
reasonable fees and expenses of its agents and legal counsel, and any other
reasonable costs or expenses incurred in connection with the exercise by the
Administrative Agent of any right or remedy under this Agreement, the Credit
Agreement, or any other Loan Document; provided, however, that,
if the relevant Granting party is a Foreign Subsidiary, such Proceeds shall be
applied only to the payment of all reasonable costs and expenses incurred by
the Administrative Agent in connection with the Obligations of such Granting
Party;


 


SECOND, to the payment of that portion of the Obligations of the
relevant Granting Party constituting accrued and unpaid interest and fees (including
interest accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy, or the


 


7

















 


commencement of any insolvency,
reorganization or like proceeding, relating to Holding, any Borrower or any
Guarantor, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) on the New Term Loans, 2008 Revolving Credit Loans,
2008 Swing Line Loans and 2008 Reimbursement Obligations, ratably among the
Lenders in proportion to the respective amounts described in this clause SECOND
payable to them; provided, however, that, if the relevant
Granting Party is a Foreign Subsidiary, such Proceeds shall be applied only to
the payment of such Obligations of such Granting Party;


 


THIRD, to the payment of that portion of the Obligations of the
relevant Granting Party constituting unpaid principal on the New Term Loans, 2008
Revolving Credit Loans, 2008 Swing Line Loans and 2008 Reimbursement
Obligations, ratably among the Lenders in proportion to the respective amounts
described in this clause THIRD payable to them; provided, however,
that, if the relevant Granting Party is a Foreign Subsidiary, such Proceeds
shall be applied only to the payment of such Obligations of such Granting
Party;


 


FOURTH, to the ratable satisfaction of all other Obligations of the
relevant Granting Party; provided, however, that, if the relevant
Granting Party is a Foreign Subsidiary, such Proceeds shall be applied only to
the payment of such  Obligations of such
Granting Party; and


 


FIFTH, after all of the Obligations have been paid in full, to the
relevant Granting Party or its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same.


 


15.   Conditions to Effectiveness of this Eleventh
Amendment.  This Eleventh Amendment
shall become effective upon the date (the “Eleventh Amendment Effective Date”)
when the Administrative Agent shall have received:


 


(a)        counterparts of this Eleventh
Amendment, duly executed and delivered by the Borrowers and Administrative
Agent;


 


(b)        executed Lender Addenda,
or facsimile transmissions thereof, substantially in the form of Exhibit A
hereto (each, a “Lender Addendum”), from each New Term Lender and from the
requisite Lenders under subsections 11.1(a) and 11.1(e) of the Credit
Agreement;


 


(c)        an executed
Acknowledgment and Confirmation, substantially in the form of Exhibit B
hereto, from an authorized officer of each of Holding and each Guarantor;


 


(d)        certificates of each of the
Parent Borrower, Holding and each Guarantor, dated the Eleventh Amendment
Effective Date, substantially in the form of Exhibit I to the Credit
Agreement, with appropriate insertions and attachments, and, with respect to
the certificate of the Parent Borrower, including a statement that all material
consents, authorizations, notices and filings required in connection with this
Eleventh Amendment and the making of the New Term Loans as contemplated hereby
are in full force and effect;


 


8

















 


(e)        legal opinions, dated
the Eleventh Amendment Effective Date, from Kirkland & Ellis LLP, counsel
to the Parent Borrower, and from the Senior Vice President, General Counsel and
Secretary of Sirva, Inc., each in form and substance reasonably satisfactory
to the Administrative Agent; and


 


(f)         all expenses required
to be paid on or before the Eleventh Amendment Effective Date for which
invoices have been presented.


 


16.   Representations and Warranties;
Acknowledgements.


 


(a)        No Default.  No Default or Event of Default shall have
occurred and be continuing on the Eleventh Amendment Effective Date after
giving effect to the transactions contemplated herein, including the making of New
Term Loans and the utilization of the proceeds thereof.


 


(b)        Representations and
Warranties.  Each of the
representations and warranties made by Holding, each Borrower and each
Guarantor in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of the Eleventh 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, and except for the representations and
warranties set forth in subsection 5.2 of the Credit Agreement.


 


(c)        Acknowledgements.  Holding and each Loan Party acknowledge that (i) the
funding of New Term Loans is critical to (A) the ongoing operating ability
of Holding and the Loan Parties and (B) effectuate a feasible
restructuring of their respective businesses, (ii) this Eleventh Amendment
is necessary to permit the Borrowers to borrow the New Term Loans and (iii) all
credit extensions on or after the Eleventh Amendment Effective Date shall be
made in reliance on the obligations of Holding and the Loan Parties under this
Amendment, including as set forth in the fifth sentence of subsection 4.4(a) of
the Credit Agreement (as amended by Section 8 of this Eleventh Amendment).


 


17.   Payment of Expenses.  The Parent Borrower agrees to pay or
reimburse the Administrative Agent and the Lenders for all of their reasonable
out-of-pocket costs and expenses incurred in connection with this Eleventh
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 and the Lenders.


 


18.   Continuing Effect of the Loan Documents.  This Eleventh 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, the Borrowers or the Guarantors 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” or the “Guarantee and Collateral Agreement”
in the Loan Documents or any related 


 


9

















 


documents shall be deemed to be a reference
to the Credit Agreement or the Guarantee and Collateral Agreement, as
applicable, as amended by this Eleventh Amendment.


 


19.   Counterparts.  This Eleventh 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.


 


20.   Severability.  Any provision of this Eleventh 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.


 


21.   Integration.  This Eleventh Amendment and the other Loan
Documents represent the agreement of Holding, the Borrowers and the Guarantors,
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.


 


22.   RELEASE.  AS CONSIDERATION FOR THE EXECUTION BY THE
LENDERS AND THE ADMINISTRATIVE AGENT OF THIS ELEVENTH AMENDMENT, EACH OF HOLDING,
THE BORROWERS AND THE GUARANTORS HEREBY ACKNOWLEDGES THAT THE OBLIGATIONS ARE
ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RESCISSION, SETOFF,
COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
ITS LIABILITY TO REPAY THE OBLIGATIONS.  EACH
OF HOLDING, THE BORROWERS AND THE GUARANTORS HEREBY VOLUNTARILY AND KNOWINGLY
RELEASE AND FOREVER DISCHARGE EACH LENDER AND ITS PREDECESSORS, AGENTS,
EMPLOYEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”),
FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ARISING BY REASON OF ANY MATTER, CAUSE OR THING OCCURRING ON
OR PRIOR TO THE ELEVENTH AMENDMENT EFFECTIVE DATE, WHICH SUCH PERSONS MAY HAVE
AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING FROM ANY “LOANS” MADE ON OR PRIOR TO THE ELEVENTH
AMENDMENT EFFECTIVE DATE, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,
CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION
OF THIS ELEVENTH AMENDMENT.


 


10

















 


23.   GOVERNING LAW.  THIS ELEVENTH AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS ELEVENTH AMENDMENT SHALL BE 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]


 


11

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Eleventh 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/
  Eryk J. Spytek 

  	
   

  
	
   

  	
   

  	
  Name:
  Eryk J. Spytek

  
	
   

  	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIED
  ARTHUR PIERRE N.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eryk J. Spytek

  	
   

  
	
   

  	
   

  	
  Name:
  Eryk J. Spytek 

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALNAV
  PLATINUM COMPANY (as successor to

  
	
   

  	
  ALNAV
  Platinum Group Inc.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eryk J. Spytek

  	
   

  
	
   

  	
   

  	
  Name:
  Eryk J. Spytek

  
	
   

  	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PICKFORDS
  AUSTRALIA PTY. LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Eryk J. Spytek

  	
   

  
	
   

  	
   

  	
  Name:
  Eryk J. Spytek 

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIRVA
  UK LIMITED (formerly known as Pickfords 

  
	
   

  	
  Limited)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eryk J. Spytek

  	
   

  
	
   

  	
   

  	
  Name:
  Eryk J. Spytek

  
	
   

  	
   

  	
  Title:
  Director

  



 

















 


	
   

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

  JPMorgan Chase Bank), as Administrative Agent

  



 


 


	
   

  	
  By:

  	
   /s/ Charles O. Freedgood

  	
   

  
	
   

  	
  Name:
  Charles O. Freedgood

  
	
   

  	
  Title:
  Managing Director

  
					



 


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