Exhibit 10.1


 




	
  DATED                         2nd
  March                                   
  2008

  






 


 


 


 


 


 


 


 


(1)  NORTH AMERICAN INTERNATIONAL HOLDING
CORPORATION


 


(2) 
NA (UK) LIMITED PARTNERSHIP


 


(3) NA
(UK) GP LIMITED


 


(4) PICOT LIMITED


 


and


 


(5) 
IRVING HOLDINGS LIMITED


 


 


 


 


 


____________________________________


 


 


SHARE PURCHASE AGREEMENT


 


____________________________________


 


 


 


 

















 


CONTENTS


 


	
  1.

  	
  INTERPRETATION

  	
  1

  
	
  2.

  	
  CONDITIONS

  	
  5

  
	
  3.

  	
  SALE AND PURCHASE

  	
  6

  
	
  4.

  	
  PURCHASE PRICE

  	
  7

  
	
  5.

  	
  PRE-COMPLETION SELLERS’ UNDERTAKINGS

  	
  7

  
	
  6.

  	
  BUYERS’ UNDERTAKING TO PROVIDE FUNDING

  	
  7

  
	
  7.

  	
  LETTERS OF CREDIT

  	
  7

  
	
  8.

  	
  COMPLETION

  	
  8

  
	
  9.

  	
  WARRANTIES

  	
  9

  
	
  10.

  	
  LIMITATIONS ON CLAIMS

  	
  9

  
	
  11.

  	
  NO RECISSION

  	
  10

  
	
  12.

  	
  PROTECTIVE COVENANTS POST CLOSING

  	
  10

  
	
  13.

  	
  GUARANTEES, INDEMNITIES AND OTHER THIRD PARTY ASSURANCES

  	
  12

  
	
  14.

  	
  INFORMATION, RECORDS AND ASSISTANCE AFTER COMPLETION

  	
  14

  
	
  15.

  	
  CHANGES OF NAME

  	
  15

  
	
  16.

  	
  ANNOUNCEMENTS

  	
  16

  
	
  17.

  	
  CONFIDENTIALITY

  	
  16

  
	
  18.

  	
  FURTHER ASSURANCE

  	
  18

  
	
  19.

  	
  ASSIGNMENT

  	
  18

  
	
  20.

  	
  CONFLICTS WITH OTHER ARRANGEMENTS

  	
  19

  
	
  21.

  	
  BASIS OF LIABILITY

  	
  19

  
	
  22.

  	
  WHOLE AGREEMENT

  	
  19

  
	
  23.

  	
  VARIATION AND WAIVER

  	
  20

  
	
  24.

  	
  COSTS

  	
  20

  
	
  25.

  	
  NOTICE

  	
  20

  
	
  26.

  	
  SEVERANCE

  	
  22

  
	
  27.

  	
  AGREEMENT SURVIVES COMPLETION

  	
  22

  
	
  28.

  	
  THIRD PARTY RIGHTS

  	
  22

  
	
  29.

  	
  SUCCESSORS

  	
  22

  
	
  30.

  	
  COUNTERPARTS

  	
  22

  
	
  31.

  	
  GOVERNING LAW AND JURISDICTION

  	
  22

  



 


 


	
  Schedule 1 —

  	
  Part A:
  Shares/Target Companies

  	
  24

  
	
   

  	
  Part B:
  Particulars of the Companies

  	
  25

  
	
  Schedule 2 —

  	
  Completion

  	
  43

  
	
  Schedule 3 —

  	
  Warranties

  	
  46

  
	
  Schedule 4 —

  	
  Third
  Party Assurances

  	
  47

  
	
  Schedule 5 —

  	
  Steps
  to Clear Down Inter Company Loans

  	
  48

  
	
  Schedule 6 —

  	
  Conduct
  of Target Pre-Completion

  	
  49

  
	
  Schedule 7 —

  	
  Software
  Licences

  	
  52

  
	
  Schedule 8 —

  	
  Licensees
  of Trade Mark Licenses

  	
  53

  
	
  Schedule 9 —

  	
  Properties
  to be secured by Buyer Security

  	
  64

  



 


 


 


Agreed Form Documents


 


 

















 


·                  ARA


·                  northAmerican Trade Mark
Licence


·                  Trade Mark Licence


·                  Promove Licence


·                  Transitional Services
Agreement


·                  Buyer Security  (English and Scottish forms)


·                  Waiver of rights to
terminate existing Authorised Representative Agreements


·                  Letters of Resignation of
directors and secretary


·                  Joint Notice to Suppliers,
Customers of Target


·                  Board minutes of Target
Companies


·                  Deed of release of charge
over Target Companies


·                  Letter re NAVL Loan


·                  Deed of Assignment


·                  Network Management Agreement


 


 

















 


THIS
AGREEMENT dated         
2nd March                      2008


 


is made between:


 


PARTIES


 


(1)                                  NORTH AMERICAN INTERNATIONAL
HOLDING CORPORATION a company incorporated in Delaware and whose
registered office is care of Centerville Road, Suite 400, Wilmington,
Delaware 19808 USA and whose principal place of business is 5001 US Highway 30
West, Fort Wayne, Indiana 46818;


 


(2)                                  NA (UK) LIMITED PARTNERSHIP care of Centreville
Road, Suite 400, Wilmington, Delaware 19808;


 


(3)                                  NA (UK) GP LIMITED of Heritage House, 345
Southbury Road, Enfield, Middlesex, EN1 1UP;


 


(each a “Seller” and together “the Sellers”)


 


(4)                                  PICOT LIMITED, a company incorporated in
Jersey with registration number 99869 and registered address Rathbone House, 15
Esplanade, St Helier, Jersey JE1 1RB; and


 


(5)                                  IRVING HOLDINGS LIMITED, a company
incorporated in Jersey with registration number 99871 and registered address
Rathbone House, 15 Esplanade, St Helier, Jersey JE1 1RB;


 


(each a “Buyer” and together “the Buyers”).


 


RECITALS


 


The Seller has
agreed to sell and the Buyers have agreed to buy the Sale Shares subject to the
terms and conditions of this agreement.


 


WHEREBY
IT IS AGREED as follows:


 


1.                                       INTERPRETATION


 


1.1                                 The
definitions and rules of interpretation in this clause apply in this
agreement.


 


“Allied Pickfords Licences” means the 4 Licences in the
agreed form between (1) SIRVA (Asia) Pte Limited and (2) SIRVA UK
Limited, (1) SIRVA Group (NZ) Limited and (2) SIRVA UK Limited and (1) SIRVA
UK Limited and (2) SIRVA Pty Limited and (1) SIRVA UK Limited and (2) SIRVA
Group (NZ) Limited;


 


“ARA” means the authorised representative agreement in the
agreed form and made between (1) Allied Van Lines, Inc., (2) SIRVA
UK Limited and (3) TEAM Relocations Limited;


 


“Bankruptcy Court” means the United States Bankruptcy Court
for the Southern District of New York;


 


“Business
Day” means a day (other than a Saturday, Sunday or
public holiday) when banks in the City of London are open for business;


 


 


1

















 


“Buyer’s
Solicitors” means Bird & Bird of 15 Fetter
Lane, London EC4A 1JP;


 


“Buyers’
Group” means either of the Buyers, their subsidiaries,
any holding companies and every subsidiary of each such holding company from
time to time and Amertranseuro International Holdings Limited and its
subsidiaries from time to time;


 


“Buyer Security” has the meaning set out in clause 6;


 


“Claim”
has the meaning set out in clause 10;


 


“Companies”
means the companies listed in Part A of Schedule 1 and whose details are
set out in Part B of Schedule 1;


 


“Companies
Acts” means the Companies Act 1985 and the Companies
Act 2006;


 


“Completion”
means completion of the sale and purchase of the Sale Shares in accordance with
this agreement;


 


“Completion
Date” means the date which is not more than 5 Business
Days after fulfilment or waiver of all the conditions in clause 2 or such other
date as is agreed in writing between the parties hereto;


 


“Costs” means losses, damages, costs
(including reasonable legal costs) and expenses in each case of any nature
whatsoever;


 


“Credit Agreements” means the credit
agreements dated 1 December 2003 and 6 February 2008 (as amended from
time to time) among SIRVA Worldwide, Inc., JPMorgan Chase Bank, as
administrative agent, and various other parties;


 


“Deed
of Assignment” means the deed of assignment in the agreed
form between (1) SIRVA Group (NZ) Limited and (2) SIRVA UK Limited and
the deed of assignment in the agreed form between (1) SIRVA UK Limited (2) Allied
Van Lines, Inc and (3) SIRVA (Asia) Pte Limited;


 


“Director”
means each person who is a director or shadow director of any of the Target
Companies;


 


“Encumbrance”
means any interest or equity of any person (including any right to acquire,
option or right of pre-emption) or any mortgage, charge, pledge, lien,
assignment, hypothecation, security, interest, title, retention or any other
security agreement or arrangement;


 


“FSA”
means Financial Services Authority;


 


“FSMA”
means the Financial Services and Markets Act 2000;


 


“Group”
means in relation to a company (wherever incorporated) that company, any
company of which it is a Subsidiary (its holding company) and any other Subsidiaries
of any such holding company, and each company in a Group is a “member of the
Group”;


 


“Liabilities” means all liabilities, costs, losses, fees,
penalties and expenses, including all reasonably incurred legal and other
professional fees and costs;


 


 


2

















 


“Network
Management Agreement” means the network
management agreement in the agreed form between (1) Allied International
NA Inc and SIRVA UK Limited;


 


“northAmerican Trade Mark Licence” means the licence in the
agreed form between  (1) North
American Van Lines, Inc. and (2) Arthur Pierre (UK) Limited;


 


“Permitted Encumbrances” means security interests arising in
the ordinary course of business or by operation of law including security
interests for taxation and other governmental charges;


 


“Promove Licence” means the licence in the agreed form
between  (1) SIRVA UK Limited, (2) TEAM
Relocations Limited and (3) SIRVA Worldwide, Inc.;


 


“Proposed Transactions” means the transactions contemplated
by this agreement and the documents referred to in it in the Agreed form;


 


“Purchase
Price” means the purchase price for the Sale Shares to
be paid by the Buyer to the Seller in accordance with clause 4;


 


“Sale
Shares” means the entire issued share capital of each
of the Companies as detailed in Part A of Schedule 1;


 


“Sellers’
Group” means the Seller and any member of its Group from time to
time but excluding the Target Companies;


 


“Sellers’
Solicitors” means Beachcroft LLP St Ann’s House, St
Ann Street, Manchester M2 7LP;


 


“Set of Shares” means in relation to each Seller, the shares
comprising the issued share capital of the particular Target Company which are
to be sold by that Seller under this agreement;


 


“SIRVA Bankruptcy Cases” means the bankruptcy cases
instituted by SIRVA, Inc. and certain of its affiliates under chapter 11
of title 11 of the United States Code, sections 101-1532 on February 5,
2008 and jointly administered under the caption of In re DJK Residential LLC,
et al., Ch. 11 Case No. 08-10375 (JMP);


 


“Subsidiary”
means in relation to a company wherever incorporated (a holding company) means
a “subsidiary” as defined in section 736 of the Companies Act 1985 and any
other company which is a subsidiary (as so defined) of a company which is
itself a subsidiary of such holding company;


 


“Substantiated
Claim” has the meaning set out in clause 10;


 


“Target
Companies” means the Companies listed in Part A of Schedule 1
and their respective Subsidiaries listed in Part B of Schedule 1;


 


“Third Party
Assurances” means all guarantees, indemnities, letters of credit and
letters of comfort of any nature given (i) to a third party by a Target
Company in respect of any obligation of a member of the Sellers’ Group; and/or
(as the context may require) (ii) to a third party by a member of the
Sellers’ Group in respect of any obligation of a Target Company;


 


 


3

















 


“Trade Mark Licences”
means the various licences in the agreed form between SIRVA UK Limited and the
Licensees listed in Schedule 8;


 


“Transaction”
means the transaction contemplated by this agreement or any part of that
transaction;


 


“Transitional Services Agreements” means the agreements (one
for the benefit of the Sellers and another for the benefit of the Buyers), each
in the agreed form between the Buyers and the Sellers;


 


“United Kingdom”  meaning the
island of Great Britain, Northern Ireland and the Channel Islands, but for the
avoidance of doubt excluding overseas territories.


 


“Warranties”
means the representations and warranties in clause 9 and Schedule 3;


 


“Warranty
Period” means the six calendar month period commencing
on the Completion Date.


 


1.2                                 Clause
and schedule headings do not affect the interpretation of this agreement.


 


1.3                                 A person includes a corporate or unincorporated body.


 


1.4                                 Words
in the singular include the plural and in the plural include the singular.


 


1.5                                 A
reference to one gender includes a reference to the other gender.


 


1.6                                 A
reference to a particular statute, statutory provision or subordinate
legislation is a reference to it as it is in force from time to time, taking
account of any amendment or re-enactment and includes any statute, statutory
provision or subordinate legislation which it amends or re-enacts and
subordinate legislation for the time being in force made under it. Provided
that, as between the parties, no such amendment or re-enactment made after the
date of this agreement shall apply for the purposes of this agreement to the
extent that it would impose any new or extended obligation, liability or
restriction on, or otherwise adversely affect the rights of, any party.


 


1.7                                 Writing or written
includes faxes but not e-mail.


 


1.8                                 Documents
in agreed form are documents in the form
agreed by the parties or on their behalf and initialled by them or on their
behalf for identification.


 


1.9                                 A
reference in this agreement to, agreed form documents or
other documents referred to in this agreement or
similar expression is a reference to the following documents and any other
documents referred to as being in agreed form:


 


1.9.1                                     Authorised Representative Agreement;


 


1.9.2                                    Trade
Mark Licence(s);


 


1.9.3                                    Deeds
of Release;


 


1.9.4                                    board
minutes of target companies;


 


1.9.5                                    northAmerican
Trade Mark Licence;


 


 


4

















 


1.9.6                                    Transitional
Services Agreements;


 


1.9.7                                    Promove
Licence;


 


1.9.8                                    Buyer
Security;


 


1.9.9                                    Letter
re NAVL Loan;


 


1.9.10                              Network
Management Agreement;


 


1.9.11                              Allied
Pickfords Licences;


 


1.9.12                              Deeds
of Assignment;


 


1.9.13                               Waiver of rights to terminate Authorised Representative
Agreement.


 


1.10                           References
to clauses and schedules are to the clauses and schedules of this agreement; references
to paragraphs are to paragraphs of the relevant schedule.


 


1.11                           References
to this agreement include this agreement as amended or varied in accordance
with its terms.


 


1.12                           Unless
stated otherwise references to “Subsidiary” or “Subsidiaries” are references to
a Subsidiary or Subsidiaries of the Companies.


 


2.                                       CONDITIONS


 


2.1                                 Conditions
precedent


 


Subject to Clause
2.3, this Agreement is subject to and conditional upon:


 


2.1.1                                    confirmation
from the FSA that it approves the change of control of SIRVA UK Limited as
required by FSMA to complete the matters contemplated by this Agreement;


 


2.1.2                                    confirmation
from the Irish Financial Services Regulatory Authority (IFSRA) that it approves
the relevant acquisitions and disposals of qualifying holdings of The Baxendale
Insurance Company Limited as contemplated by this agreement as required by the
European Communities (Non-Life Insurance) framework Regulations 1994; and


 


2.1.3                                    receipt
by SIRVA Worldwide, Inc. of the approval of the lenders under its Credit
Agreements to complete the matters (including the Proposed Transactions)
contemplated by this Agreement; and


 


2.1.4                                    entry
of an order by the Bankruptcy Court in the SIRVA Bankruptcy Cases approving
this agreement and the matters contemplated herein.


 


2.2                                 Time
limit for satisfaction of conditions


 


 


5

















 


The parties shall
use all reasonable endeavours to procure that the conditions stated in Clause
2.1 are fulfilled as soon as practicable and in any event on or before 29 May 2008
but if the conditions in Clause 2.1 have not been fulfilled or waived by that
date, (or by such other date as may be agreed in writing between the Seller and
the Buyer) (“Long Stop Date”), then, save for
accrued rights arising in respect of the operative provisions specified in
Clause 2.3, the remainder of this Agreement (except this clause) shall
thereupon become null and void ab initio and none of the parties shall have any
rights against any other party under this Agreement except for failure to use
all such reasonable endeavours. The Buyers and the Sellers shall each use their
reasonable endeavours to obtain approval from the FSA and the IFSRA as
required.  The Buyers and the Sellers
will co-operate and keep each other informed in relation to their endeavours to
obtain the approval required from the FSA and the IFSRA in relation to Clauses
2.1.1 and 2.1.2.


 


2.3                                 Termination
Rights of Sellers


 


This
agreement may be terminated by the Sellers by written notice at any time
prior  to Completion,  which termination shall be effective
immediately upon receipt by the Buyers, if:


 


(i)                                     any
action is taken to assert or enforce against any member of the Sellers’ Group
any claim or liability, whether in law or contract (including (without
limitation) under the Funding Agreement defined in Clause 13.4.1 or otherwise,
including (without limitation) any objection or opposition to confirmation of
the plan of reorganisation proposed pursuant to the SIRVA Bankruptcy Cases by
the Trustees of the Pension Schemes, the Pensions Regulator, or any other
person or entity acting on their behalf; or


 


(ii)                                  the
Buyers are in breach of  Clause 6 or fail
to provide to SIRVA UK Limited the Interim Debt contemplated in Clause 6 within
five Business Days of written request signed by one of the directors of SIRVA
UK Limited.


 


If this agreement is
terminated pursuant to this sub-clause the remainder of this agreement (except
this clause 2) shall thereupon become null and void ab initio and none of the
parties shall have any rights against any other party, save, for the avoidance
of any doubt, for the right to repayment in relation to the Interim Debt and
any enforcement of the Buyer Security granted by the Seller in accordance with
Clause 6.


 


2.4                                 Operative
Provisions


 


Notwithstanding
Clause 2.1 and 2.3, Clauses 1, (Interpretation) 2 (Conditions and Sellers’
rights to terminate), 6 (Buyer’s undertaking to provide funding), 16
(Announcements), 17 (Confidentiality), 19 (Assignment), 21 (Basis of
Liability), 22 (Whole Agreement), 23 (Variation and waiver), 24 (Costs), 25
(Notices), 26 (Severance), 28 (Third Party Rights), 29 (Successors) 30
(Counterparts) and 31 (Governing Law and Jurisdiction) shall come into force on
the execution and exchange of this Agreement and the remainder of this
Agreement shall come into force on fulfilment and/or waiver of all conditions
stated in Clause 2.1.


 


3.                                       SALE AND PURCHASE


 


On the terms of
this agreement and subject to the provisions of Clause 10, each Seller shall
sell and the Buyers shall buy, with effect from Completion, all the Sale Shares



 


 


6

















 


set out in Part A
of Schedule 1 with full title guarantee, free from all Encumbrances and
together with all rights that attach (or may in the future attach) to them
including, in particular, the right to receive all dividends and distributions
declared, made or paid on or after the date of this agreement.


 


4.                                       PURCHASE PRICE


 


The Purchase Price is the
amount shown to be payable for the Sale Shares as shown next to the relevant
Seller in the fourth column of Part A of Schedule 1 and is payable in cash
at Completion to the Sellers’ Solicitors.


 


5.                                       PRE-COMPLETION SELLERS’ 
UNDERTAKINGS


 


5.1                                 From
the date of this Agreement until Completion, each Seller shall (except as may
be approved by either Buyer and subject to paragraph 3 of Schedule 6 and
subject to the Buyer providing funding as provided in Clause 6) (in relation
only to the applicable Target Companies of which it has control) ensure that
the businesses of the Target Companies are carried on in all material respects
only in the ordinary course and shall comply with the obligations set out in
Schedule 6.


 


6.                                       BUYERS’ UNDERTAKING TO PROVIDE FUNDING


 


Pending
fulfilment of the conditions in clause 2.1, or until the Long Stop Date (or
such earlier date being the date when it is apparent that any of the Conditions
cannot be fulfilled and shall not have been waived), and subject to the Buyers
being granted security over the properties listed in Schedule 9, which shall
(until Completion) rank behind the security granted to the existing lenders in
support of the Credit Agreements, in substantially the agreed form(s) (“Buyer Security”) (and the Buyers will if requested enter
into a deed of priorities with the relevant member of the Sellers’ Group and/or
the relevant Target Companies and/or the existing lenders under which it agrees
that the Buyer Security will rank behind such existing security), the Buyers
agree to provide to SIRVA UK Limited and continue to provide such funding as
the Sellers (acting reasonably given the then cashflow projections of SIRVA UK
Limited and its subsidiaries) consider necessary for the purpose of carrying on
the business of the Target Companies in the ordinary course of business up to
an aggregate maximum amount not exceeding £5 million in the form of a loan
carrying interest at the rate of 3 % per annum over the sterling base rate of
Barclays Bank plc from time to time on terms that it and the accrued interest
shall be repayable on demand at any time after the earlier of  (i) Completion, or (ii), if Completion
shall not have taken place by the Long Stop Date, (or such earlier date being
the date when it is apparent that any of the Conditions cannot be fulfilled and
shall not have been waived) (“Interim Debt”).  Such Interim Debt shall be provided within
five Business Days of written request signed by one of the directors of SIRVA
UK Limited.


 


7.                                       LETTERS OF CREDIT


 


7.1                                 The
Buyers will on or before Completion enter into or procure that a Target Company
enters into letters of credit in a form acceptable to the Sellers (acting
reasonably), backed up if required by adequate collateral, so that the relevant
member of the Sellers’ Group are released with effect from Completion from any
liability it has or may have in relation to existing letters of credit referred
to in Part 1 Schedule 4.


 


7.2                                 The
Sellers will on or before Completion enter into or procure that there is
entered into letters of credit, backed up if required by adequate collateral,
so that The


 


 


7






 












 


Baxendale
Insurance Company Limited is released with effect from Completion from any
liability it has or may have in relation to the irrevocable letter of credit
no. 02/GBA/008964/01 dated 13 November 2007 from AIB International
Corporate Banking on account of the indebtedness up to a maximum amount of
£600,000 sterling of The Baxendale Insurance Company Limited to Vero Marine
Limited.


 


8.                                       COMPLETION


 


8.1                                 Completion
shall take place on the Completion Date:


 


8.1.1                                    at
the offices of the Sellers’  Solicitors;
or


 


8.1.2                                    at
any other place or time as agreed in writing by the Seller and the Buyers.


 


8.2                                 At
Completion each Seller shall:


 


8.2.1                                    deliver
or perform (or ensure that there is delivered or performed) all those
documents, items and actions respectively listed in relation to that party or
any of its Group in Part 1 of Schedule 2; and


 


8.2.2                                    deliver
any other documents referred to in this agreement as being required to be
delivered by the Seller; and


 


8.2.3                                    procure
that each of the steps outlined in Schedule 5 have been completed so that the
position highlighted as the “Post Clear-down Position” shall have occurred; and


 


8.2.4                                    use
its reasonable endeavours to procure that all title deeds, original leases and
related ancillary documents relating to any property owned or let by the
Companies which are not physically in the Seller’s possession (but excluding
those which are in the physical possession or control of the Target Companies)
are delivered to the Buyers.


 


8.3                                 At
Completion the Buyers shall:


 


8.3.1                                    pay
the Purchase Price in cash to the Sellers’ 
Solicitors (who are irrevocably authorised by the Sellers to receive the
same) in accordance with clause 4; and


 


8.3.2                                    deliver
the documents and evidence set out in Part 3 of Schedule 2.


 


8.4                                 If
in any material respect to the Buyers, the provisions of Clause 8.2 and
paragraphs 1.1 — 1.3 (inclusive) and 1.6 and 1.8 of Part 1 of Schedule 2
are not complied with on the Completion Date, the Buyers shall not be obliged
to complete this agreement and may:-


 


(a)                                  defer
Completion to a date not more than 28 days after the date set for Completion by
Clause 8.1 (and so that the provisions of this Clause 8.4 shall apply to
Completion as so deferred);


 


8

















 


(b)                                 proceed
to Completion so far as practicable and without prejudice to its rights under
this agreement;


 


(c)                                  where
the Buyers consider in good faith (and acting reasonably) that such failure or
inability is material, rescind this agreement without prejudice to their rights
and remedies under this agreement; or


 


(d)                                 waive
all or any of the requirements contained in Clause 8.2 at its discretion.


 


8.5                                 If
in any material respect to the Sellers, the provisions of Clause 8.3 and Part 3
of Schedule 2 are not complied with on the Completion Date, the Sellers shall
not be obliged to complete this agreement and may:-


 


(a)                                  defer
Completion to a date not more than 28 days after the date set by Clause 8.1
(and so that the provisions of this Clause 8.5 shall apply to Completion as so
deferred);


 


(b)                                 proceed
to Completion so far as practicable and without prejudice to its rights under
this agreement;


 


(c)                                  where
the Sellers consider in good faith (and acting reasonably) that such failure or
inability is material, rescind this agreement without prejudice to its rights
and remedies under this agreement; or


 


(d)                                 waive
all or any of the requirements contained in Clause 8.3 at their discretion.


 


8.6                                 As
soon as possible after Completion each Seller, in relation to the Target
Companies it is selling hereunder, shall send to the relevant Buyer (at such
Buyer’s registered office for the time being) all records, correspondence,
documents, files, memoranda and other papers relating to such Target Companies
not required to be delivered at Completion.


 


8.7                                 Following
Completion the Buyers shall promptly deliver to the Revenue Commissioner (in
Ireland) the transfers relating to SIRVA Ireland referred to in Part 1.1
of Schedule 2 for assessment of stamp duty, and shall promptly pay the duty
assessed.


 


9.                                       WARRANTIES


 


9.1                                 The
Buyers are entering into this agreement on the basis of, and in reliance on,
the Warranties.


 


9.2                                 The
Seller warrants and represents to each Buyer in relation to the Set of Shares
it is selling to such Buyer that each Warranty is true, accurate and not
misleading on the date of this agreement.


 


9.3                                 Each
of the Warranties is separate and, unless otherwise specifically provided, is
not limited by reference to any other Warranty or any other provision in this
agreement.


 


10.                                 LIMITATIONS ON CLAIMS


 


10.1                           The
definitions and rules of interpretation in this clause apply in this
agreement.


 


9

















 


“Claim” means a claim
for breach of any of the Warranties and/or for breach of the terms of Clause 3;


 


“Substantiated Claim”
means a Claim in respect of which liability is admitted by the party against
whom such Claim is brought, or which has been adjudicated on by a Court of
competent jurisdiction and no right of appeal lies in respect of such
adjudication, or the parties are debarred by passage of time or otherwise from
making an appeal.


 


A Claim is connected with another Claim or Substantiated Claim if they
all arise out of the occurrence of the same event or relate to the same subject
matter.


 


10.2                           This
clause limits the liability of the Sellers in relation to any Claim.


 


10.3                           The
aggregate liability of the Sellers for all Claims and Substantiated Claims when
taken together shall not exceed £1.


 


10.4                           Nothing
in this clause 10 applies to a Claim that arises or is delayed as a result of
dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its
agents or advisers.


 


11.                                 NO RECISSION


 


11.1                           The
Buyers shall not be entitled to rescind this agreement after Completion.


 


12.                                 PROTECTIVE COVENANTS POST CLOSING


 


12.1                           Neither
Sellers nor any of member of the Sellers’ Group shall save as provided below
carry on or be engaged in any Competing Business in the Protected Territories
during a period of 3 years after Completion.


 


12.1.1                              Competing Business means any business:


 


(a)                                                          booked in the UK involving the domestic movement or storage
of household goods and personal effects within the UK by the Sellers or any
member of the Sellers’ Group, or


 


(b)                                                         booked in the UK involving the international movement to or
from the UK or storage in the UK of household goods and personal effects by the
Sellers or any member of the Sellers’ Group save as provided under the terms of
the northAmerican Trade Mark Licence or for trade to/from North America under
the northAmerican brand,


 


where any member of the
Sellers’ Group actually carries out the activities themselves.


 


12.1.2                              Permitted Business means the business of
providing relocation services ancillary to the domestic movement and storage of
household goods and personal effects including without limitation the
relocation services currently provided by that business of the Seller’s Group
which currently trades as SIRVA Relocation and which may include the
subcontracting on an arms length basis (to companies outside of the Seller’s
Group) of movement and/or 


 


 


10

















 


storage of household goods and personal effects or insurance thereof.


 


12.1.3                              Protected Territory means the United Kingdom
and Ireland.


 


12.2                           Nothing
in this clause 12 shall prevent, after Completion, the Sellers or any member of
the Sellers’ Group from:


 


12.2.1                              owning
securities in any Company dealt in on a stock exchange which do not exceed 15
per cent. in nominal value of the securities of that company;


 


12.2.2                              acquiring
any one or more companies and/or businesses (taken together, the Acquired Business) where at the time of the acquisition the
activities of the Acquired Business include a Competing Business (the Acquired Competing Business) and subsequently carrying on or
being engaged in the Acquired Competing Business, if the turnover attributed to
the Acquired Competing Business is less than 15 per cent. of the turnover of
the Acquired Business as a whole;


 


12.2.3                              performing
its obligations under this agreement or any agreed form document or any other
agreement which it may enter into with a member of the Buyers’ Group;


 


12.2.4                              entering
into a new authorised representative or similar agency, franchise or authorised
representative arrangement if the existing arrangement which is part of the
agreed form documents is terminated for any reason or expires without renewal
have terminated for any reason;


 


12.2.5                              competing
as provided under the terms of the northAmerican Trade Mark Licence.


 


12.3                           Each
Seller covenants with the Buyers that it shall not and shall procure that each
of its Subsidiaries shall not:


 


12.3.1                              in relation to any Competing Business in the Protected
Territory at any time during the period of three years beginning with the
Completion Date, canvass, solicit or otherwise seek the custom of any person
who is at the Completion Date, or who has been at any time during the period of
12 months immediately preceding that date, a client or customer of any of the
Target Companies;


 


12.3.2                              at
any time after Completion (save in those territories where the trade marks
Pickfords, are not owned by the Buyer or the Target Companies), use in the
course of any business:


 


12.3.2.a                                 the
words “Pickfords” (other than under an agreed trade mark licence agreement or
where the Sellers or any member of the Sellers’ Group have exercised the option
contained within the agreed trade marks licence agreements), “Hoults”, “Pitt &
Scott” or “Vanguard”; or


 


11

















 


12.3.2.b                                any
trade or service mark, business or domain name, design or logo save as provided
under any ARA franchise, TM licence or similar arrangement which, at
Completion, is owned by the Target Companies; or


 


12.3.2.c                                 anything
which is, in the reasonable opinion of the Buyer, capable of confusion with
such words, mark, name, design or logo.


 


12.4                           The parties agree to jointly instruct (and share the costs
of) trademark agents to advise the parties before Completion in respect of the
trademarks held by the Sellers in Australia and New Zealand incorporating
certain names and marks that are to be transferred to the Buyers with names and
marks that are to be retained by the Sellers (or members of their Group) and in
particular whether the registrations for such combined names and marks could be
allowed to lapse or be cancelled without materially affecting the registrations
in the individual names and marks.  The
parties hereby irrevocably covenant and agree that where trademark agents
advise:


 


12.4.1                              that the registrations of the combined names and marks (or
any of them) can be terminated or allowed to expire, the parties will (and will
ensure that members of their Group will) take such steps and execute such
documents or refrain from taking such actions as may be necessary to give
effect to such advice at the earliest opportunity reasonably available and
neither party will thereafter register the combined names and marks in New
Zealand and/or Australia (as the case may be) without the prior written consent
of the other; and


 


12.4.2                              where the registrations of the combined names and marks (or
any of them) should be maintained, the Sellers will (and will ensure that
members of their Group will) grant the Buyers an exclusive, perpetual royalty
free licence with the right to grant sub-licences in the combined names and
marks in New Zealand and/or Australia (as the case may be) for the sole purpose
of granting such sub-licences in the agreed form, to be granted only to such
members of the Allied Network (being the network of operations based on the
global business and marketing strategy devised and implemented by Allied Van
Lines Inc) and for the duration as the Sellers may from time to time notify to
the Buyers;


 


13.                                 GUARANTEES, INDEMNITIES AND OTHER THIRD PARTY ASSURANCES


 


13.1                           Each
Buyer shall ensure that at Completion, each member of the Sellers’ Group is
released in full from all Third Party Assurances listed in Part 2 of
Schedule 4 (“Listed Assurances”) given by it in
respect of obligations of any Target Company. 
In addition, the Buyers shall use their reasonable efforts to ensure
that, within 20 Business Days after becoming aware of any other Third Party
Assurance, that relates to the current moving operations of the Companies in
respect of any obligations of any Target Company, each member of the Sellers’
Group is released in full from such Third Party Assurance.  Pending release of any of the Third Party
Assurances, the Buyers shall indemnify the Sellers and each member of its Group
against any and all 


 


12

















 


reasonably
incurred Costs arising after Completion and/or by reason of that Third Party
Assurance.  The Buyers and the Sellers
will notify the other in writing as soon as reasonably practicable (and in any
event within 5 Business Days) of becoming aware of any Third Party Assurance.


 


13.2                           If
Completion occurs notwithstanding that releases under clause 7 are not
available at Completion, the Buyers shall use reasonable endeavours to procure
the release, as soon as practicable following Completion, of the Third Party
Assurances listed in Part 1 of Schedule 4. 
The Sellers shall use reasonable endeavours, subject to the Third 


 


Party Assurances listed in Part 1 of Schedule 4 being released, to
procure the release, as soon as practicable, of the Listed Assurances.


 


13.3                           The Buyers shall
use their reasonable efforts to ensure that, within 5 Business Days after
becoming aware of any inter company assurance in respect of any Target Company,
each member of the Sellers’ Group is released in full from such inter company
assurance referred to in this Clause.  
The Buyers shall indemnify the Seller and each member of the Sellers’
Group against any and all Costs arising after Completion under or by reason of
those inter company assurance.


 


13.4                           The Buyers undertake to the Sellers:


 


13.4.1                              to procure the payment of £1.6 million on 5 April 2008
by SIRVA UK Limited to the trustee of the Pension Scheme in accordance with the
schedule of contributions and recovery plan for the Pension Scheme dated 26 September 2007
and the funding agreement between the trustee of the Pension Scheme, SIRVA UK
Limited and SIRVA Worldwide, Inc, as set out in a letter dated 15 September 2007
(the “Funding Agreement”),
or otherwise to procure the discharge of the liability of SIRVA UK Limited
under those documents to make that payment; and


 


13.4.2                              from time to time to pay to the Sellers a sum equal to the
amount of any liability (actual or contingent) or costs arising after
Completion which the Sellers, any member of the Sellers’ Group, or any of their
Associated or Connected Persons may after Completion sustain, incur or pay in
respect of or under:


 


(a)                                                          any order, direction or notice made by the Pensions
Regulator which requires the Seller, any member of the Seller’s Group, any
person Connected with or Associated with the Seller or any member of the Seller’s
Group to contribute to the Pension Scheme, make a payment to the Board of the
Pension Protection Fund (as defined in the Pensions Act 2004) or provide
financial support in relation to the Pension Scheme (including without
limitation a contribution notice or a financial support direction under the
Pensions Act 2004); or


 


(b)                                                         the Funding Agreement and the Guarantee entered into by
SIRVA Worldwide, Inc and the trustees of the Pension Scheme pursuant to the Funding
Agreement,


 


and which, in each case,
arise, fall due for payment or become otherwise liable to be paid during April 2008
provided always that the Buyers shall in no event be liable


 


13

















 


hereunder for an aggregate
maximum amount exceeding £1,600,000, and for the purposes of this clause:-


 


 (a)                               “Associated Person” and “Connected Person”
have the meanings attributed to them by the Pensions Act 2004, and “Associated” and “Connected”
shall be construed accordingly; and


 


(b)                                 “Pension Scheme” means the SIRVA UK Pension Scheme.


 


14.                                 INFORMATION, RECORDS AND ASSISTANCE AFTER COMPLETION


 


14.1                           For
two years after Completion, each member of the Buyers’ Group shall provide the
relevant Seller with reasonable access at reasonable times to (and the right to
take copies of) the books, accounts, customer lists and all other records held
by it after Completion to the extent that they relate to the Target Companies
and their respective businesses and to the period up to Completion (“Records”).  This
obligation is subject to the provisions of Clause 17 (Confidentiality) and the
relevant Seller shall pay the relevant member of the Buyers’ Group all out of
pocket expenses it incurs in providing such access.


 


14.2                           Following
Completion, no member of the Buyers’ Group shall dispose of or destroy of any
of the Records until they have been in existence for seven years or more
without first giving the relevant Seller at least two months’ notice of its
intention to do so and giving such Seller a reasonable opportunity to remove
and retain any of them.


 


14.3                           The
Buyers shall procure that each member of the Buyers’ Group shall:-


 


14.3.1                              give
such assistance to any member of the Sellers’ Group as the Seller may
reasonably request in relation to any third party proceedings by or against any
member of the Sellers’ Group so far as they relate to the Sellers’ Group
business, including proceedings relating to employees’ claims or taxation; and


 


14.3.2                              give
such access to documents and employees and assistance to any member of the
Sellers’ Group and/or their respective auditors as the Seller may reasonably
request in relation to the preparation and audit of any financial statements to
the extent that they relate to the periods falling wholly or partly before
Completion.


 


and the relevant Seller
agrees to reimburse the relevant Buyer for any reasonable out of pocket costs
incurred by the Buyers’ Group in providing such access and/or assistance.


 


14.4                           To
the extent not required under the terms of the Transitional Services Agreement,
for three months following Completion, each Buyer and each Seller (in relation
to the Target Companies it is selling) shall use all reasonable endeavours to
procure that each member of the Buyers’ Group and each member of the Sellers’
Group respectively shall provide all access and assistance as is reasonably
requested by a member of either the Buyers’ Group or the Sellers’ Group (as the
case may be) in order to facilitate the separation of the Target Companies from
the Sellers’ Group.  The costs of
providing such access or assistance shall be borne by the party providing it.


 


14

















 


15.                                 CHANGES OF NAME


 


15.1                           The
Buyers shall procure that:-


 


15.1.1                              as
soon as reasonably practicable after Completion and in any event within thirty
days afterwards, the name of any Target Company which consists of or
incorporates the word “SIRVA” or “Allied” is changed to a name which does not
include any of those words or any name which, in the reasonable opinion of the
Sellers, is substantially or confusingly similar unless as is otherwise agreed
in writing by the Sellers and the Buyers;


 


15.1.2                              as soon as reasonably practicable after Completion and in
any event within forty days, in the case of the “SIRVA” mark, name or logo or
in accordance with the relevant authorised representative agreement in the case
of the “Allied” mark, name or logo, the Target Companies shall cease to use or
display any trade or service name or mark, business name, logo or domain name
used or held by any member of the Sellers’ Group or any marks, name or logo
which, in the reasonable opinion of the Seller, is substantially or confusingly
similar to any of them, except in accordance with any Authorised Representative
Agreement in force or as is otherwise agreed by the Seller and the Buyer.


 


15.2                           The
Buyers undertake to the Sellers (for themselves and on behalf of the members of
the Buyers’ Group) to indemnify the Sellers and the members of the Sellers’
Group and hold them harmless, on an after tax basis, against any Liabilities
arising from third party claims in connection with the continued presence of
the word “SIRVA” or “Allied” in the name of any Target Company after Completion
or the continued use or display of any such mark, name or logo after Completion
(other than in accordance with the authorised representative agreements or
trade mark licences in force in the case of the “Allied” mark, name or logo).


 


15.3                           The
Sellers shall procure that:-


 


15.3.1                              as
soon as reasonably practicable after Completion and in any event within  sixty days afterwards, the name of any
company in the Sellers’ Group which consists of or incorporates the word “Pickfords”
is changed to a name which does not include any of that word or any name which,
in the reasonable opinion of the Sellers, is substantially or confusingly
similar, unless as is otherwise agreed in writing by the Sellers and the
Buyers, save as agreed under any trade mark licence;


 


15.3.2                              as
soon as reasonably practicable after Completion and in any event within sixty
days, in the case of the Pickford mark, name or logo, other than in accordance
with the Authorised Representative Agreement or any trade mark licence in
force, the companies within the Sellers’ Group shall cease to use or display
any trade or service name or mark, business name, logo or domain name used or
held by any Target Company or any mark, name or logo, which in the reasonable
opinion of the Buyers, is substantially or 


 


15

















 


confusingly similar to any of them, except in accordance with any
authorised representative agreement in force or as is otherwise agreed by the
Sellers and the Buyers.


 


15.4                           The
Sellers undertake to the Buyers (for themselves and on behalf of the members of
the Sellers’ Group) to indemnify the Buyers and the members of the Buyers’
Group and hold them harmless, on an after tax basis, against any Liabilities
arising from third party claims in connection with the continued presence of
the word “Pickford” in the name of any company in the Sellers’ Group after
Completion or the continued use or display of any such mark, name or logo after
Completion (other than in accordance with trade mark licences in force).


 


15.5                           On
or as soon as possible after Completion, the Buyers and the relevant Sellers
shall send out a joint notice in the agreed form to an agreed list of the
suppliers, customers and clients of the Target Companies advising them of the
transfer of the Target Companies.


 


15.6                           Each  Seller will procure that with effect from
Completion Allied Pickfords Limited shall have changed its name to “Pickfords
1695 Limited”.


 


15.7                           The Sellers will use reasonable endeavours to procure the
transfer at the Buyer’s cost (and subject to prior indemnification of the Sellers)
of software licences detailed in Schedule 7.


 


16.                                 ANNOUNCEMENTS


 


16.1                           Until
three months after Completion, neither the Sellers nor the Buyers nor any
member of their respective Groups shall make any announcement or issue any
circular in connection with the existence or subject matter of this Agreement
or any agreed form document referred to herein without the prior written
approval of the other save for the announcement in the agreed form which either
party shall be entitled to release at any time within five Business Days of the
date of this Agreement.


 


16.2                           The
restriction in Clause 16.1 shall not apply to the extent that the announcement
or circular is required by law, by any stock exchange or any regulatory or
supervisory body or authority of competent jurisdiction, whether or not the
requirement has the force of law.  If
this exception applies, the party making the announcement or issuing the
circular shall use its reasonable efforts to consult with the other party in
advance as to its form, content and timing.


 


17.                                 CONFIDENTIALITY


 


17.1                           For
the purposes of this Clause 17:-


 


17.1.1                              Confidential
Information means:-


 


(a)                                                          (in relation to the obligations of the Buyers), any
information received or held by the relevant Buyer (or any of its
Representatives) relating to the Sellers’ Group or, prior to Completion, the
Target Companies; and


 


(b)                                                         after Completion, any information held by any of the Target
Companies relating to the business of the Sellers’ Group but 


 


16

















 


excluding any information that primarily relates to,
and is necessary for the operation of, the Target Companies’ business (“Ring-fenced
Information”); or


 


(c)                                                          (in relation to the obligations of the Sellers), any
information received or held by the relevant Seller (or any of their
Representatives), relating to the Buyers’ Group or, following Completion, any
of the Target Companies;


 


(d)                                                         information relating to the provisions of, and negotiations
leading to, this Agreement and the agreed form documents referred to in it;


 


and includes written
information and information transferred or obtained orally, visually,
electronically or by any other means;


 


17.1.2                              Representatives means, in relation to a
party, any member of its Group and the directors, officers, employees, agents,
advisors, accountants, and consultants of that party and/or of its respective
Group members.


 


17.2                           Each
of the Sellers and the Buyers shall (and shall ensure that each of its
Representatives shall) maintain Confidential Information in confidence and not
disclose Confidential Information to any person except (i) as this Clause
17 permits or (ii) in respect of disclosure by the Seller, as approved in
writing by the Buyers and in respect of disclosure by the Buyers, as approved
in writing by the Sellers.


 


17.3                           Clause
17.2 shall not prevent disclosure by a party or its Representatives to the
extent that it can demonstrate that:-


 


17.3.1                              disclosure
is required by law or by any Stock Exchange or any regulatory, governmental or
anti trust body (including any tax authority) having applicable jurisdiction
provided that to the extent that it is in accordance with applicable law and
regulation to do so, the disclosing party shall first inform the others of its
intention to disclose such information and take into account the reasonable
comments of the other party;


 


17.3.2                              disclosure
is of Confidential Information which was lawfully in the possession of that
party or any of its Representatives (in either case, as evidenced by written
records) without any obligation of secrecy prior to its being received or held;


 


17.3.3                              disclosure
of Confidential Information which has previously become publicly available
other than through that party’s fault (or that of its Representatives);


 


17.3.4                              disclosure
is required for the purpose of any arbitral or judicial proceedings arising out
of this Agreement (or any document in agreed form referred to herein).


 


17.4                           Each
of the Sellers and the Buyers undertakes that it (and each member of its Group)
shall only disclose Confidential Information to Representatives if it is
reasonably required for purposes connected with this Agreement and shall
procure that those


 


 


17
















 


Representatives
are informed of the confidential nature of the Confidential Information and are
informed of and comply with the terms of this Clause 17.4 in relation to it.


 


17.5                           The
Buyers shall procure that no Target Company or other member of the Buyers’
Group uses any Ring-fenced Information in its business.  After Completion, the Buyers shall notify the
Sellers if a Buyer becomes aware of any Ring-fenced Information in the
possession of the Target Company.  If any
such notification is given, the Sellers shall be entitled to require that, as
soon as practicable on request by the particular Seller, the Buyers shall
return to the Sellers all written documents and other materials containing
Ring-fenced Information, without keeping any copies of them, destroy all
information or other documents, derived from such Ring-fenced Information and,
so far as it is practicable to do so, expunge such Ring-fenced Information from
any computer, word processor or other device.


 


18.                                 FURTHER ASSURANCE


 


18.1                           Each
of the Sellers and the Buyers shall, for a period of six months from
Completion, execute (or procure the execution of) such further documents as may
be required by law or be necessary or reasonably requested by the other to
implement and give effect to this agreement and the agreed form documents.


 


18.2                           Each
of the Sellers and the Buyers shall procure that members of its Group comply
with all obligations under this agreement which are expressed to apply to any
such members.


 


18.3                           For
the avoidance of doubt:-


 


18.3.1                              if
at Completion any member of the Sellers’ Group owns any interest in any asset
which is part of the business of any Target Company, the relevant Seller shall,
as soon as practicable, ensure that such interest (together with any benefit or
sum, net of tax and out of pocket expenses, accruing to any member of the
Sellers’ Group as a result of holding that interest since Completion) and out
of pocket expenses incurred in transferring the asset is transferred to such
member of the Buyers’ Group as the Buyers shall specify on terms that no
consideration is payable by any person for such transfer; and


 


18.3.2                              if
at Completion any Target Company owns any interest in any asset which is not
part of the business of any Target Company, the Buyers shall, as soon as practicable,
ensure that such interest (together with any benefit or sum, net of tax and
other out of pocket expenses accruing to any member of the relevant Buyers’
Group as a result of holding that interest since Completion) and out of pocket
expenses incurred in transferring the asset is transferred to such member of
the Sellers’ Group as the relevant Seller shall specify on terms that no
consideration is payable by any person for such a transfer.


 


19.                                 ASSIGNMENT


 


19.1                           Except
as provided in this Clause 19 or unless the Sellers and the Buyers specifically
agree in writing, no person shall assign, transfer, charge or otherwise deal
with all or 


 


18

















 


any of its rights
under this agreement nor grant, declare, create or dispose of any right or
interest in it.  Any purported assignment
in contravention of this Clause 19 shall be void.


 


19.2                           If
an assignment is made in accordance with this Clause 19, the liabilities of the
members of the Sellers to the members of the relevant Buyers’ Group under this
agreement shall be no greater than such liabilities would have been if the
relevant Buyer had continued to own the Sale Shares and the assignment had not
occurred.


 


20.                                 CONFLICTS WITH OTHER ARRANGEMENTS


 


20.1                           If
there is any conflict between the terms of this agreement and any agreement
entered into pursuant to it, or any other agreement of any kind, this agreement
shall prevail (as between the parties to this agreement and as between any
members of the Sellers’ Group and any members of the relevant Buyers’ Group)
unless (i) such other agreement expressly states that it overrides this
agreement in the relevant respect and (ii) the Sellers and the Buyers are
either also parties to that other agreement or otherwise expressly agree in
writing that such other agreement shall override this agreement in that
respect.


 


21.                                 BASIS OF LIABILITY


 


21.1                           The
liabilities and obligations of the Buyers under this agreement shall be joint
and several.  If any liability of any of
the Buyers is or becomes illegal, invalid or unenforceable in any respect, that
shall not impair the liabilities of any other Buyer under this agreement.


 


22.                                 WHOLE AGREEMENT


 


22.1                           This
agreement and any documents in agreed form referred to herein set out the whole
agreement between the parties in respect of the sale and purchase of the Sale
Shares and supersede any prior agreement (whether oral or written) relating to
the Proposed Transactions.


 


22.2                           It
is agreed that:-


 


22.2.1                              no
party shall have any claim or remedy in respect of any statement,
representation, warranty or undertaking made by or on behalf of any other party
(or any of its Connected Persons, as defined below) in relation to the Proposed
Transactions which is not expressly set out in this agreement or in any of the
documents in Agreed form;


 


22.2.2                              any
terms or conditions implied by law in any jurisdiction in relation to the
Proposed Transactions are excluded to the fullest extent permitted by law, or
if incapable of exclusion, any right or remedies in relation to them are
irrevocably waived;


 


22.2.3                              the
only right or remedy of a party in relation to any provision of this agreement
or any other document in agreed form shall be for breach of this agreement or
the relevant document in agreed form.


 


22.2.4                              except
for any liability in respect of a breach of this agreement or any document in
agreed form, no party (or any of its Connected 


 


19

















 


Persons) shall
owe any duty of care or have any liability in tort or otherwise to any other
party (or its respective Connected Persons) in relation to the Proposed
Transactions;


 


PROVIDED THAT this Clause
shall not exclude any liability for (or remedy in respect of) fraudulent
misrepresentation.  Each party agrees to
the terms of this Clause 22 on its own behalf and as agent for each of its
Connected Persons.  For the purpose of
this Clause, Connected Person means (in relation to a party) the officers,
employees, agents and advisors of that party or any member of its Group.


 


23.                                 VARIATION AND WAIVER


 


23.1                           Any
variation of this agreement shall be in writing and signed by or on behalf of
the parties.


 


23.2                           Any
waiver of any right under this agreement is only effective if it is in writing
and it applies only to the party to whom the waiver is addressed and to the
circumstances for which it is given and shall not prevent the party who has
given the waiver from subsequently relying on the provision it has waived.


 


23.3                           No
failure to exercise or delay in exercising any right or remedy provided under
this agreement or by law constitutes a waiver of such right or remedy or shall
prevent any future exercise in whole or in part thereof.


 


23.4                           No
single or partial exercise of any right or remedy under this agreement shall
preclude or restrict the further exercise of any such right or remedy.


 


23.5                           Unless
specifically provided otherwise, rights arising under this agreement are
cumulative and do not exclude rights provided by law.


 


24.                                 COSTS


 


24.1                           Unless otherwise provided, all costs in connection with the
negotiation, preparation, execution and performance of this agreement, and any
documents referred to in it, shall be borne by the party that incurred the
costs.


 


25.                                 NOTICE


 


25.1                           A
notice given under this agreement:


 


25.1.1                              shall
be in writing;


 


25.1.2                              shall
be sent for the attention of the person, and to the address or fax number,
specified in this clause 25 (or such other address, fax number or person as
each party may notify to the others in accordance with the provisions of this
clause 25) (and in the case of 25.2.1 copies shall be sent to General Counsel
of SIRVA at the same address); and


 


25.1.3                              shall
be:


 


20

















 


(a)                                                          delivered personally; or


 


(b)                                                         sent by fax; or


 


(c)                                                          sent by pre-paid first-class post or recorded delivery; or


 


(d)                                                         (if the notice is to be served by post outside the country
from which it is sent) sent by airmail


 


and shall be copied by email.


 


25.2                           The
addresses for service of notice (unless otherwise notified in writing) are:


 


25.2.1                              Sellers:


 


(a)                                                          address: SIRVA Inc., 700 Oakmont Lane, Westmont, Illinois
60559, USA


 


(b)                                                         for the attention of: Senior Vice President, General
Counsel & Secretary


 


(c)                                                          fax number: +1 (630) 468 4706


 


(d)                                                         email:  Eryk.Spytek@SIRVA.com


 


and


 


(e)                                                          address:  SIRVA Inc.,
700 Oakmont Lane, Westmont, Illinois 60559, USA


 


(f)                                                            for the attention of: Senior Vice President and Chief
Financial Officer


 


(g)                                                         fax number: +1 (630) 468 4829


 


(h)                                                         email:  James.Bresingham@SIRVA.com


 


 


25.2.2                              Buyers:


 


(a)                                                          address: Drury Way, Brent Park, London NW10 0JN


 


(b)                                                         for the attention of: Yogesh Mehta


 


(c)                                                          fax number: +44 208 955 1326


 


(d)                                                         email:  yogesh.mehta@teamrelocations.com


 


25.3                           A
notice is deemed to have been received:


 


25.3.1                              if
delivered personally, at the time of delivery; or


 


21

















 


25.3.2                              in
the case of fax, at the time of transmission; or


 


25.3.3                              in
the case of pre-paid first class post, recorded delivery, 1 Business Day from
the date of posting; or


 


25.3.4                              in
the case of registered airmail, 5 Business Days from the date of posting; or


 


25.3.5                              if
deemed receipt under the previous paragraphs of this clause 25.3 is not within
business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is
not a public holiday in the place of receipt), when business next starts in the
place of receipt.


 


25.4                           To
prove service, it is sufficient to prove that the notice was transmitted by fax
to the fax number of the party or, in the case of post, that the envelope
containing the notice was properly addressed and posted.


 


26.                                 SEVERANCE


 


26.1                           If
any provision of this agreement (or part of a provision) is found by any court
or administrative body of competent jurisdiction to be invalid, unenforceable
or illegal, the other provisions shall remain in force.


 


26.2                           If
any invalid, unenforceable or illegal provision would be valid, enforceable or
legal if some part of it were deleted, the provision shall apply with whatever
modification is necessary to give effect to the commercial intention of the
parties.


 


27.                                 AGREEMENT SURVIVES COMPLETION


 


This agreement (other than
obligations that have already been fully performed) remains in full force after
Completion.


 


28.                                 THIRD PARTY RIGHTS


 


This agreement and the documents referred to in it
are made for the benefit of the parties and their successors and permitted
assigns and are not intended to benefit, or be enforceable by, anyone else.


 


29.                                 SUCCESSORS


 


The rights and obligations
of the Sellers and the Buyers under this agreement shall continue for the
benefit of, and shall be binding on, their respective successors and assigns.


 


30.                                 COUNTERPARTS


 


This agreement may be
executed in any number of counterparts, each of which is an original and which
together have the same effect as if each party had signed the same document.


 


31.                                 GOVERNING LAW AND JURISDICTION


 


31.1                           This
agreement and any disputes or claims arising out of or in connection with its
subject matter are governed by and construed in accordance with the law of
England.


 


22

















 


31.2                           The
parties irrevocably agree that the courts of England have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection
with this agreement.


 


AS WITNESS the
hands of the parties hereto or their duly authorised agents the day and year
first above written.


 


23

















 


SCHEDULE 1


 


Part A: Shares/Target Companies


 


	
  Share
  Seller

  	
   

  	
  Interest/Shares
  in the

  Target Companies 

  (other than the 

  Subsidiaries)

  	
   

  	
  Share
  Buyer

  	
   

  	
  Price
  £

  
	
  NA (UK) Limited
  

  Partnership

  	
   

  	
  100 Ordinary
  Shares of £1 each in SIRVA Group Holdings Limited

  	
   

  	
  Picot Limited

  	
   

  	
  £1,054,000

  
	
  North American

  International Holding 

  Corporation

  	
   

  	
  13,999,999
  Ordinary Shares of US$1 each in SIRVA Ireland

  	
   

  	
  Irving Holdings
  Limited

  	
   

  	
  £1,053,999

  
	
  NA (UK) GP
  Limited

  	
   

  	
  1 Ordinary
  Share of US$1 in SIRVA Ireland

  	
   

  	
  Irving Holdings
  Limited

  	
   

  	
  1

  



 


24

















 


Part B: Particulars of the Companies


 


The Companies


 


	
  Name:

   

  	
   

  	
  SIRVA Ireland

  
	
  Registration
  number:

  	
   

  	
  310236

   

  
	
  Registered
  office:

  	
   

  	
  25/28 North
  Wall Quay, Dublin 1

   

  
	
  Authorised
  share capital

  	
   

  	
  US$14,000,000
  divided into 14,000,000 ordinary shares of US$1 each

   

  
	
  Issued
  share capital

  	
   

  	
  US$14,000,000
  divided into 14,000,000 ordinary shares of US$1 each

   

  
	
  Registered
  shareholders (and number of Sale Shares held):

  	
   

  	
  North American
  International Holding Corporation (13,999,999 ordinary shares of US$1 each)
  NA (UK) GP Limited (1 ordinary shares of US$1 each)

   

  
	
  Beneficial
  owners of Sale Shares (if different) (and number of Sale Shares beneficially
  owned):

   

  	
   

  	
  As per
  registered holders

   

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Deirdra Kostak

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


25

















 


	
  Name:

  	
   

  	
  SIRVA Group
  Holdings Limited

   

  
	
  Registration
  number:

  	
   

  	
  5995267

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  100 ordinary
  shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  100 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

   

  	
   

  	
  NA (UK) Limited
  Partnership (100 ordinary shares of £1 each)

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holders

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors 

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


26

















 


The
Subsidiaries


 


	
  Name:

  	
   

  	
  The Baxendale
  Insurance Company Limited

   

  
	
  Registration
  number:

  	
   

  	
  263247

   

  
	
  Registered
  office:

  	
   

  	
  Third Floor,
  The Metropolitan Building, James Joyce Street, Dublin 1

   

  
	
  Authorised
  share capital

  	
   

  	
  £37,650,000
  divided into 37,650,000 ordinary shares of £1 each €126.9738 divided into 100
  ordinary shares of €1.269738 each

   

  
	
  Issued
  share capital

  	
   

  	
  12,650,000
  ordinary shares of £1 each 

  2 ordinary shares of €1.269738 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  Pickfords 1999
  Limited (1,265,000 ordinary shares of £1 each and 2 ordinary shares of
  €1.269738 each) 

  SIRVA Ireland (11,000,385 ordinary share of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holders

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors



  Michael Ejupi 

   

  Benjamin John
  Power 

   

  Deidra Kostak 

   

  Eamon Walsh

   

  
	
  Secretary:

  	
   

  	
  Goodbody
  Secretarial Limited

   

  
	
  Registered
  charges

  	
   

  	
  Charge on book
  debts dated 11 February 2003 in favour of Allied Irish Banks Plc 

   

  Charge on book
  debts dated 6 March 2003 in favour of Allied Irish Banks Plc

   

  



 


 


27
















 


	
  Name:

  	
   

  	
  SIRVA UK
  Limited

   

  
	
  Registration
  number:

  	
   

  	
  2378287

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital:

  	
   

  	
  £150,000,000
  divided into ordinary shares of £1 each 

   

  US$250,000,000
  divided into ordinary shares of US$1 each

   

  
	
  Issued
  share capital:

  	
   

  	
  100 ordinary
  shares of £1 each 



  193,999,800
  ordinary shares of US$1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA Holdings
  Limited (98 ordinary shares of £1 and 193,999,800 ordinary shares of US$1
  each) (2 ordinary shares are held by Realcause Limited who will continue to
  hold those shares after Completion)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holders

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Registered
  charges

  	
   

  	
  Guarantee and
  debenture dated 27 January 2004 in favour of JP Morgan Chase Bank

   

  Guarantee and
  debenture dated 23 December 2004 in favour of JP Morgan Chase Bank N.A.

   

  Deed of
  amendment dated 23 December 2004 in favour of JP Morgan Chase Bank N.A.

  



 


28

















 


	
  Name:

  	
   

  	
  A & N
  Removals Limited

   

  
	
  Registration
  number:

  	
   

  	
  927197

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £2,000 divided
  into 2,000 ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  2 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (2 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holders

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors 

   

  Douglas
  Vandervoot Gathany

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Auditor

  	
   

  	
  Not applicable

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


29

















 


	
  Name:

  	
   

  	
  Allied
  Pickfords Limited

   

  
	
  Registration
  number:

  	
   

  	
  964070

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £100 divided
  into 100 ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  100 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (100 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors 

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury Secretaries
  Limited

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


30

















 


	
  Name:

  	
   

  	
  Allied
  Pickfords Limited

   

  
	
  Registration
  number:

  	
   

  	
  13181

   

  
	
  Registered
  office:

  	
   

  	
  25/28 North
  Wall Quay, Dublin 1

   

  
	
  Authorised
  share capital

  	
   

  	
  €625 divided
  into 500 ordinary shares of €1.25 each

   

  
	
  Issued
  share capital

  	
   

  	
  50 ordinary
  shares of €1.25 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (50 ordinary shares of €1.25 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

  	
   

  	
  As per
  registered holder

   

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Kevin Douglas
  Pickford

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Deidra Kostak

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


31

















 


	
  Name:

  	
   

  	
  Arthur Pierre
  (U.K.) Limited

   

  
	
  Registration
  number:

  	
   

  	
  1308095

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £80,000 divided
  into 80,000 ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  80,000 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (80,000 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Kevin Douglas
  Pickford 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


32

















 


	
  Name:

  	
   

  	
  Hoults Removals
  Limited

   

  
	
  Registration
  number:

  	
   

  	
  286353

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £1,000 divided
  into ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  750 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (750 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Douglas
  Vandervoot Gathany

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Auditor

  	
   

  	
  Not applicable

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


33

















 


	
  Name:

  	
   

  	
  Moving Services
  Property Limited

   

  
	
  Registration
  number:

  	
   

  	
  2479401

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £1,000 divided
  into ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  2 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (2 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Douglas Vandervoot
  Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Auditor

  	
   

  	
  Not applicable

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


 


34
















 


	
  Name:

  	
   

  	
  Pickfords 1999
  Limited

   

  
	
  Registration
  number:

  	
   

  	
  528868

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £1,000,000
  divided into ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  1,000,000
  ordinary shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (1,000,000 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Registered
  charges

  	
   

  	
  Guarantee and
  debenture dated 27 January 2004 in favour of JP Morgan Chase Bank 

   

  Guarantee and
  debenture dated 23 December 2004 in favour of JP Morgan Chase Bank N.A. 

   

  Deed of
  amendment dated 23 December 2004 in favour of JP Morgan Chase Bank N.A.

   

  



 


35

















 


	
  Name:

  	
   

  	
  Pickfords
  Limited

   

  
	
  Registration
  number:

  	
   

  	
  5025126

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex,

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £1,000 divided
  into ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  1 ordinary
  share

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (1 ordinary share of £1)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Auditor

  	
   

  	
  Not applicable

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


36

















 


	
  Name:

  	
   

  	
  Pickfords
  Manhire Limited

   

  
	
  Registration
  number:

  	
   

  	
  1290839

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £100 divided
  into ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  100 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (100 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Registered
  charges

  	
   

  	
  Guarantee and
  debenture dated 27 January 2004 in favour of JP Morgan Chase Bank 

   

  Guarantee and
  debenture dated 23 December 2004 in favour of JP Morgan Chase Bank N.A. 

   

  Deed of
  amendment dated 23 December 2004 in favour of JP Morgan Chase Bank N.A.

  



 


37

















 


	
  Name:

  	
   

  	
  Pitt &
  Scott Limited

   

  
	
  Registration number:

  	
   

  	
  1140570

   

  
	
  Registered office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised share capital

  	
   

  	
  £100 divided
  into ordinary shares of £1 each

   

  
	
  Issued share capital

  	
   

  	
  100 ordinary
  shares of £1 each

   

  
	
  Registered shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (100 ordinary shares of £1 each)

   

  
	
  Beneficial owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per registered holder

  
	
  Directors and shadow directors:

  	
   

  	
  Directors 

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Auditor

  	
   

  	
  Not applicable

   

  
	
  Registered charges

  	
   

  	
  None registered

   

  



 


38

















 


	
  Name:

  	
   

  	
  Removedeal
  Limited

   

  
	
  Registration
  number:

  	
   

  	
  3677726

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital

  	
   

  	
  £1,000 divided
  into ordinary shares of £1 each

   

  
	
  Issued
  share capital

  	
   

  	
  2 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (2 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors 

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


39

















 


	
  Name:

  	
   

  	
  SIRVA Services
  Limited

   

  
	
  Registration
  number:

  	
   

  	
  970220

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital:

  	
   

  	
  £100 divided
  into ordinary shares of £1 each

   

  
	
  Issued
  share capital:

  	
   

  	
  100 ordinary
  shares of £1 each

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (100 ordinary shares of £1 each)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Douglas
  Vandervoot Gathany 

   

  Eryk Jesse
  Spytek

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Auditor

  	
   

  	
  Not applicable

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


40

















 


	
  Name:

  	
   

  	
  SIRVA Trustees
  Limited

   

  
	
  Registration
  number:

  	
   

  	
  3958102

   

  
	
  Registered
  office:

  	
   

  	
  345 Southbury
  Road, Enfield, Middlesex, 

  EN1 1UP

   

  
	
  Authorised
  share capital:

  	
   

  	
  £100 divided
  into ordinary shares of £1 each

   

  
	
  Issued
  share capital:

  	
   

  	
  1 ordinary
  share of £1

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (1 ordinary share of £1)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors 

   

  Ian Burgess 

   

  Michael John
  David Falvey 

   

  John Thomas 

   

  Clive Antony Johnson 

   

  Michael Brian Lamplough 

   

  Mark Taylor

   

  
	
  Secretary:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Auditor

  	
   

  	
  Not applicable

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


 


41
















 


 


	
  Name:

  	
   

  	
  Southbury
  Secretaries Limited

   

  
	
  Registration
  number:

  	
   

  	
  03921683

   

  
	
  Registered
  office:

  	
   

  	
  Heritage House,
  345 Southbury Road, Enfield, Middlesex, EN1 1UP

   

  
	
  Authorised
  share capital:

  	
   

  	
  £1000 divided
  into 1000 ordinary shares of £1 each

   

  
	
  Issued
  share capital:

  	
   

  	
  1 ordinary
  share of £1

   

  
	
  Registered
  shareholders (and number of shares held):

  	
   

  	
  SIRVA UK
  Limited (1 ordinary share of £1)

   

  
	
  Beneficial
  owners of shares (if different) (and number of shares held):

   

  	
   

  	
  As per
  registered holder

  
	
  Directors
  and shadow directors:

  	
   

  	
  Directors

   

  Peter Gower 

   

  John Craig
  Hunter 

   

  Kay Rosemary
  Whitehall

   

  
	
  Secretary:

  	
   

  	
  John Craig
  Hunter

   

  
	
  Registered
  charges

  	
   

  	
  None registered

   

  



 


42

















 


SCHEDULE 2


 


Completion


 


 


Part 1


 


 


What the Seller shall deliver to the Buyers at Completion


 


1.                                       At
Completion, the Sellers shall deliver or cause to be delivered to the Buyers
the following documents and evidence:


 


1.1                                 transfers of the Sale Shares executed by the
registered holders in favour of the relevant Buyer as shown in Schedule 1;


 


1.2                                 the share certificates for the Sale Shares in the
names of the registered holders or an indemnity in the agreed form for any lost
certificates;


 


1.3                                 certificates in respect of all issued shares in the
capital of each of the Subsidiaries and transfers, in favour of any person the
Buyers direct, of all shares in any Subsidiary held by a nominee for the
Companies or another of its Subsidiaries (but for the avoidance of doubt, no
transfers of the 2 Shares held by Realcause Limited in SIRVA UK Limited);


 


1.4                                 in relation to the Companies and the Subsidiaries, the
statutory registers and minute books (written up to the time of Completion),
the common seal, certificate of incorporation and any certificates of
incorporation on change of name;


 


1.5                                 the written resignation executed as a deed and in the
agreed form of those directors and secretaries notified in writing by the
Buyers to the Sellers before Completion from their offices and employment with
the Companies or Subsidiaries;


 


1.6                                 in relation to all charges, mortgages, debentures and
guarantees to which the Companies or any of the Subsidiaries is a party and, in
relation to each such instrument and any covenants connected with it a sealed
discharge or release in the agreed form or substantially in an agreed form;


 


1.7                                 evidence of the release of the irrevocable letter of
credit No. 02/GBA/008964/01 dated 30 November 2007 from AIB
International Corporate Banking on account of the indebtedness up to a maximum
amount of £600,000 sterling of The Baxendale Insurance Company Limited to Vero
Marine Limited.


 


43

















 


Part 2


 


Matters for the board meetings at Completion


 


1.                                       The
Sellers shall cause a board meeting of each of the Companies and the Subsidiaries
to be held at Completion at which the matters set out in this Part 2 of
this Schedule 2 shall take place.


 


2.                                       A
resolution to register the transfer of the Sale Shares shall be passed at such
board meeting of the Companies, subject to the transfers being stamped at the
cost of the Buyer.


 


3.                                       The
directors and secretary referred to in paragraph 1.6 of Part 1 of Schedule
2,  shall resign from their offices and
employment with the Companies and the Subsidiaries with effect from the end of
the relevant board meeting.


 


4.                                       The
persons the Buyers nominate shall be appointed as directors and secretary of
each of the Companies and the Subsidiaries (but not exceeding any maximum
number of directors contained in the relevant company’s articles of association).
The appointments shall take effect at the end of the board meeting.


 


5.                                       The
address of the registered office of each of the Companies and the Subsidiaries
shall be changed to the address notified by the Buyers.


 


6.                                       The
accounting reference date of each of the Companies and the Subsidiaries shall
if required by the Buyer be changed to the date notified by the Buyers.


 


44

















 


Part 3


 


What the Buyers shall deliver to the Sellers at Completion


 


1.                                       The
Buyers shall deliver (or ensure that there is delivered) to the Sellers a copy
of a resolution (certified by a duly appointed officer as true and correct) of
the board or, as applicable, supervisory board of the directors of each Buyer
(or, as required by the law of its jurisdiction or its Articles of Association,
byelaws or equivalent constitutional documents of its shareholders) authorising
the execution of and the performance by the relevant company of its obligations
under this Agreement and each of the documents referred to in it as being in
the Agreed form


 


2.                                       The
ARA duly executed by Team Relocations Limited


 


3.                                       The
northAmerican Trade Mark Licence executed by Arthur Pierre (UK) Limited


 


4.                                       The
Trade Mark Licence(s)


 


5.                                       The
Promove Licence duly executed by Team Relocations Limited


 


6.                                       The
Transitional Services Agreement duly executed by the Buyers


 


7.                                       The
Allied Pickfords Licences duly executed by the parties to them


 


8.                                       Deed
of Assignment duly executed by SIRVA UK Limited


 


9.                                       Evidence
in agreed form of release of the Third Party Assurances


 


10.                                 Waiver
of rights to terminate the existing authorised representative agreements


 


11.                                 Evidence
reasonably satisfactory to the Sellers that new letters of credit to replace
the ones currently in place have been put in place and will be effective from
Completion in a form agreed and between parties which will enable the release
of those Third Party Assurances identified in Part 2 of Schedule 4 (and if
HSBC so require it evidence that sufficient collateral has been put in place to
enable the Third Party Assurances as identified in Part 2 of Schedule 4 to
be released) and evidence that the letters of credit listed in Part 1 of
Schedule 4 have been released.


 


12.                                 The
agreed form letter re NAVL Loan executed by the Buyers and Yogesh Mehta


 


13.                                 Evidence
reasonably satisfactory to the Sellers (which may be by way of written
confirmation direct from Allied Van Lines, Inc to the Sellers) that a letter
referred in the  schedule to a guarantee
of today’s date and made between (1) TEAM Relocations Limited and (2) the
Sellers (a copy of which guarantee the Buyers have not seen) has been so
delivered to Allied Van Lines, Inc


 


45

















 


SCHEDULE 3


 


Warranties


 


 


General warranties


 


1.                                       Power to sell


 


1.1                                 Each
Seller is a company, duly incorporated under the laws of Delaware has obtained
all corporate authorisations and has all requisite power and authority to enter
into and perform this agreement in accordance with its terms and the other
documents referred to in it.


 


1.2                                 This
agreement and the other documents referred to in it constitute (or shall
constitute when executed) valid, legal and binding obligations on the Seller in
the terms of the agreement and such other documents.


 


1.3                                 Compliance
with the terms of this agreement and the documents referred to in it shall not
breach or constitute a default under any of the following:


 


(a)                                  any
agreement or instrument to which the Seller is a party or by which it is bound;
or


 


(b)                                 any
order, judgment, decree or other restriction applicable to the Seller.


 


2.                                       Trade
Marks


 


2.1                                 SIRVA UK is the owner of the
marks (save for the Allied Pickfords marks) the subject of the Trade Mark
Licences in the countries shown next to those marks in Schedule 8 and has the
right to grant the Trade Mark Licences.


 


46

















 


SCHEDULE 4


 


Part 1


 


	
  Assurance

  	
   

  	
  Date Given

  	
   

  	
  Seller Group

  	
   

  	
  Recipient of the 

  Assurance

  	
   

  	
  Company 

  Assurance 

  given on 

  behalf of

  
	
  Comprehensive
  Guarantee (not to exceed £135,000)

  	
   

  	
  11
  December 2006

  	
   

  	
   

  	
   

  	
  HM
  Revenues & Customs Harwich

   

  	
   

  	
  SIRVA UK
  Limited

  
	
  Guarantee under
  letter of credit (not to exceed £500,000)

   

  	
   

  	
  Last amended 1
  October 2007

  	
   

  	
   

  	
   

  	
  QBE Insurance
  Company Limited

  	
   

  	
  Pickfords
  Limited

  
	
  Guarantee under
  letter of credit (not to exceed £900,000)

   

  	
   

  	
  Last amended 26
  November 2007

  	
   

  	
   

  	
   

  	
  Royal and Sun
  Alliance/HSBC

  	
   

  	
  Pickfords
  Limited

  
	
  Guarantee under
  letter of credit (not to exceed £1,518,000)

   

  	
   

  	
  3 Dec 2007

  	
   

  	
  SIRVA

  Worldwide Inc

  	
   

  	
  J P Morgan
  Group/HSBC

  	
   

  	
  SIRVA UK
  Limited

  



 


Part 2


 


SIRVA Inc. backstop LCs (“Listed
Assurances”)


 


 


	
  Assurance

  	
   

  	
  Date Given

  	
   

  	
  Seller Group 

  Company giving 

  the assurance

  	
   

  	
  Recipient of

  the Assurance

  	
   

  	
  Company 

  Assurance 

  given on

  behalf of

  
	
  Guarantee under
  letter of credit (not to exceed £1,518,000)

   

  	
   

  	
  3 Dec 2007

  	
   

  	
  SIRVA 

  Worldwide Inc

  	
   

  	
  J P Morgan
  Group/HSBC

  	
   

  	
  SIRVA UK
  Limited

  
	
  Guarantee under
  letter of credit (not to exceed £1,535,000)]

   

  	
   

  	
  29 Nov 2006

  	
   

  	
  SIRVA

  Worldwide Inc

  	
   

  	
  QBE Insurance
  Company and

  Royal Sun Alliance

  	
   

  	
  SIRVA UK
  Limited

  



 


 


47





















 


SCHEDULE 5


 


Steps to clear down intercompany loans within the
SIRVA group pre-Completion


 


 


 


 


[Flow diagram of steps to pay down SIRVA group intercompany loans]


 


[Details of journal entries related to pay down of SIRVA group
intercompany loans]


 


[Details of various accounts associated with SIRVA group intercompany
loans]


 


 


48





















 


SCHEDULE 6


 


Conduct of Target Companies Pre-Completion


 


1.                                       From
the date of this Agreement until Completion, the Sellers shall (unless
otherwise required or permitted by the terms of any document in agreed form or
as may be approved by the Buyers, such approval not to be unreasonably withheld
or delayed) ensure that, in relation only to the applicable Target Companies:


 


(a)                                  the
business of the Target Companies is carried out in the ordinary course;


 


(b)                                 from
the date on which the Interim Debt is provided conference calls will be
arranged to take place on each Tuesday and Friday (or the next Business Day if
there is a bank holiday or on such other days as the parties may from time to
time agree), between representatives of the Buyers, and/or Kevin Pickford,
and/or Brad McCarthy and representatives of the Sellers.  Such calls will be used for the purpose of
enabling the Buyers to consult with the Sellers in relation to the operation of
the business of the Target Companies and the way in which the Interim Debt is
required and spent;


 


(c)                                  so
far as they are able (having regard to bankruptcy and other relevant laws and
obligations to which they are subject), the members of the Sellers’ Group shall
continue to treat the Target Companies substantially in the same manner in
which other members of the Sellers’ Group are treated after the date hereof:


 


(d)                                 no
Target Company save as otherwise provided herein:


 


(i)                                     enters
into any contract or commitment that is not in the ordinary course;


 


(ii)                                  declares
or pays any dividend or other distribution (whether in cash, stock or in kind)
or reduces its paid up share capital;


 


(iii)                               issues
or agrees to issue or allot any share capital (except to another Target
Company);


 


(iv)                              grants
any lease or third party right in respect of its properties or transfers or
otherwise disposes of any of its properties;


 


(v)                                 makes
any loan other than as between Target Companies or in the any ordinary course;


 


(vi)                              enters
into any leasing, hire purchase or other agreement or arrangements for payment
on deferred terms where the asset cost exceeds US$100,000;


 


(vii)                           grants
or issues any mortgage, charge, debenture or other security or gives any
guarantee or indemnity;


 


(viii)                        makes,
or announces to any person any proposal to make, any change or addition to any
retirement/disability benefit of or in respect of any of its directors or
employees or former directors or former employees (or any dependant of any such
person) or to any share 


 


49

















 


scheme (other than any
change required by law) or grants or makes any additional
retirement/death/disability benefit or, without limiting the foregoing, takes
any action or allows any action to be taken in relation to any share scheme
other than in the ordinary course of administering any share scheme or omits to
take any action necessary or prudent for the proper operation of any share scheme;


 


(ix)                                enters
into or terminates any contract which has a value or is likely to involve
expenditure in excess of US$100,000 per annum or which cannot be performed
within its terms within three years after the date on which it is entered into;


 


(x)                                   institutes
or settles any litigation where that action is likely to result in a payment to
or by a Target Company of US$100,000 or more (except for collection in the
ordinary course of trading debts which exceeds US$100,000;


 


(xi)                                creates
any Encumbrance over the Sale Shares or the shares or assets of any Target
Company other than a Permitted Encumbrance;


 


(xii)                             borrows
any money (except borrowings from its bankers not exceeding US$100,000 and
existing borrowings);


 


(e)                                  all
transactions between any Target Company and any member of the Sellers’ Group
shall take place in a manner and on terms substantially consistent with
previous practice in the 12 months prior to the date of this Agreement.


 


(f)                                    other
than in the ordinary course of business, no member of the Sellers’ Group or any
Target Company:


 


(i)                                     employs
or agrees to employ any new persons fully or part time in a senior managerial
capacity with a salary of more than US$100,000 per annum;


 


(ii)                                  makes
changes (other than those required by law) in terms of employment (including
pension fund commitments) in each case in circumstances which are likely to
increase the aggregate total staff costs of the business of any Target Company
by more than 5% per annum; or


 


(iii)                               terminates
(other than for cause) the employment of any senior management [(other than
Nigel Smith)] with a salary of more than US$100,000;


 


(g)                                 the
Target Companies use all reasonable endeavours to preserve the goodwill of
their respective businesses;


 


2.                                       The
Buyers shall not exercise any of their rights pursuant to this Schedule 6
(including the right to refuse to approve any particular transaction or action)
in such a manner as could disrupt unreasonably the efficient operations of any
Target Company.


 


50

















 


3.                                       Nothing
in this Schedule 6 nor any other provisions of this Agreement shall prevent any
Target Company from entering into the documents in agreed form nor prevent the
Sellers nor any Target Company from taking such action necessary to enable this
Agreement and the agreed form documents to be completed nor shall it prevent
the Target Companies from clearing down or assuming inter company loans as
contemplated by the proposals set out in Schedule 5 (Steps to clear down inter
company loans). It is agreed by the Buyers for themselves and for the Target
Companies after Completion that there will be no loans due from any of the
members of the Sellers’ Group to any Target Company after Completion save for
the loan due from North American Van Lines, Inc (which loan has been written
down to zero in the books of the relevant Target since it is expected to be
extinguished as part of the Chapter 11 bankruptcy proceedings continuing in
relation to the Sellers’ Group).


 


4.                                       It
is also agreed that nothing in this Schedule shall prevent or prohibit the
Target Companies from transferring or novating franchise agreements to which
Allied Pickfords Limited is a party and which relate to the territories of
Japan, Indonesia and Korea to a Licensee listed in Schedule 8 or a member of
the Sellers’ Group.


 


51
















SCHEDULE 7


 


Software Licences


 


 


	
  SOFTWARE

  	
   

  	
  No. of
  Licences to be provided by 

  Sirva Inc

  
	
   

  	
   

  	
   

  
	
  Windows Advanced Server 2000

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  Windows Server Standard 2003

  	
   

  	
  26

  
	
  Windows Server 2003 CAL

  	
   

  	
  669

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Windows 2003 Terminal Server CAL

  	
   

  	
  400

  
	
   

  	
   

  	
   

  
	
  Windows 2003 Terminal Server User CAL

  	
   

  	
  250

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Office Professional 2003

  	
   

  	
  125

  
	
  Office Standard 2003

  	
   

  	
  250

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SQL Server 2005
  CAL

  	
   

  	
  87

  
	
   

  	
   

  	
   

  
	
  Project 2000

  	
   

  	
  14

  
	
  Project 2002

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  Exchange 2003 CAL

  	
   

  	
  1,100

  
	
  SharePoint Designer 2003 (no longer 

  available as replaced by MS Visual 

  Studio Team Dev 08)

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Citrix Enterprise PS4 CAL

  	
   

  	
  565

  



 


52

















 


SCHEDULE 8


 


Licensees of Trade Mark Licenses


 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Australia

  	
   

  	
  PICKFORDS 

   

   

  ALLIED
  PICKFORDS 

   

  NB:
  The ALLIED PICKFORDS mark is owned by the Sellers Group not by SIRVA UK Ltd.

   

  	
   

  	
  Class 39 

   

   

  Class 39 /
  45

  	
   

  	
  03/30/2010 

   

   

  09/19/2013

  	
   

  	
  599406 

   

   

  971205

  	
   

  	
  12/20/1995 

   

   

  19/09/2003

  	
   

  	
  SIRVA
  Pty Ltd 

   

  202
  — 228 Greens Road 

   

  Dandenong,
  VIC 3175

  
	
  2.

  	
   

  	
  Bahrain

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  04/30/2015

  	
   

  	
  44231

  	
   

  	
  02/14/2007

  	
   

  	
  SIRVA
  (Asia) Pte Ltd 

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  



 


53

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Brazil

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 38

  	
   

  	
  04/06/2009

  	
   

  	
  817620710

  	
   

  	
  04/06/1999

  	
   

  	
  Allied
  International 

  N.A.
  Inc 

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  4.

  	
   

  	
  Bulgaria

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  07/13/2012

  	
   

  	
  2332

  	
   

  	
  07/06/1993

  	
   

  	
  Allied
  International N.A. Inc 

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  5.

  	
   

  	
  Canada

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  04/10/2022

  	
   

  	
  396839

  	
   

  	
  04/10/1992

  	
   

  	
  Allied
  International N.A. Inc

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  



 


54

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  China

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  01/06/2015

  	
   

  	
  775343

  	
   

  	
  01/07/1995

  	
   

  	
  Sirva
  International Freight Forwarding (Shanghai) Co Ltd. 

  268 Zhongshan Nan Road 

  Unit 801 New 

  Resources Plaza 

  Shanghai 

  China 200010

   

  
	
  7.

  	
   

  	
  Croatia

  	
   

  	
  PICKFORDS

  	
   

  	
  No details

  	
   

  	
  12/21/2012

  	
   

  	
  Z922148A

  	
   

  	
  08/02/1996

  	
   

  	
  Allied
  International N.A. Inc

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  8.

  	
   

  	
  Egypt

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  12/14/2008

  	
   

  	
  73442

  	
   

  	
  12/14/1988

  	
   

  	
  SIRVA
  (Asia) Pte Ltd. 

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers

   

  Singapore
  089315

   

  



 


55

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Greece

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  07/21/2013

  	
   

  	
  115172

  	
   

  	
  10/17/1995

  	
   

  	
  Allied
  International N.A. Inc 

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  10.

  	
   

  	
  Hong Kong

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  01/11/2014

  	
   

  	
  B00925/1995

  	
   

  	
  01/11/1993

  	
   

  	
  Allied
  Pickfords Limited

   

  Suites 602-08

   

  6th Floor, 248 

  Queen’s Road East 

   

  Wanchai 

   

  Hong Kong

   

  
	
  11.

  	
   

  	
  India

  	
   

  	
  PICKFORDS

   

  PICFORDS

  	
   

  	
  Class 16 

   

  Class 39

  	
   

  	
  12/20/2018 

   

  09/17/2013

  	
   

  	
  792235 

   

  1237747

  	
   

  	
  12/18/2006 

   

  12/29/2005

  	
   

  	
  SIRVA
  (Asia) Pte Ltd. 

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers

   

  Singapore
  089315

   

  



 


56

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Indonesia

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39 

   

  Class 16

  	
   

  	
  09/24/2013 

   

  12/17/2011

  	
   

  	
  562846 

   

  488417

  	
   

  	
  01/02/1995 

   

  01/06/1995

  	
   

  	
  SIRVA
  (Asia) Pte Ltd. 

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  
	
  13.

  	
   

  	
  Italy

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  12/06/2008

  	
   

  	
  858265

  	
   

  	
  10/16/1991

  	
   

  	
  Allied
  International N.A. Inc 

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  14.

  	
   

  	
  Japan

  	
   

  	
  PICKFORDS 

   

  PICKFORDS IN 

   

  KATAKANA

  	
   

  	
  Class 39 

   

  Class 39

  	
   

  	
  02/28/2015 

   

  05/02/2017

  	
   

  	
  3023380 

   

  3299253

  	
   

  	
  02/28/1995 

   

  05/02/1997

  	
   

  	
  SIRVA
  (Asia) Pte Ltd. 

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  



 


57

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Kosovo

  	
   

  	
  PICKFORDS

  	
   

  	
  Unregistered

  	
   

  	
  Unregistered

  	
   

  	
  Unregistered

  	
   

  	
  Unregistered

  	
   

  	
  Allied
  International N.A. Inc 

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  16.

  	
   

  	
  Kuwait

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  11/22/2014

  	
   

  	
  57889

  	
   

  	
  03/13/2006

  	
   

  	
  SIRVA
  (Asia) Pte Ltd. 

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  



 


 


58
















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Malaysia

  	
   

  	
  PICKFORDS

  	
   

  	
  Unregistered

  	
   

  	
  Unregistered

  	
   

  	
  Unregistered

  	
   

  	
  Unregistered

  	
   

  	
  Allied
  Pickfords (M) Sdn. Bhd. 

   

  Lot 31-B3,
  Jalan 5/32A Batu 61/2 

   

  off Jalan
  Kepong 

   

  52100 Kuala
  Lumpur

   

  Malaysia

  
	
  18.

  	
   

  	
  New Zealand

  	
   

  	
  PICKFORDS
  RECORDS MANAGEMENT 

   

   

   

   

  PICKFORDS
  SECURITY DESTRUCTION 

   

   

   

  PICKFORDS 

   

   

   

  PICKFORDS 

   

   

  	
   

  	
  Class 39 

   

   

   

   

   

   

   

  Class 35 

   

   

   

   

   

   

  Class 39 

   

  	
   

  	
  07/08/2017 

   

   

   

   

   

   

   

  07/08/2017 

   

   

   

   

   

   

  06/29/2009 

   

  	
   

  	
  264335 

   

   

   

   

   

   

   

  264336 

   

   

   

   

   

   

  189944 

   

  	
   

  	
  11/12/1999 

   

   

   

   

   

   

   

  11/12/1999 

   

   

   

   

   

   

  06/29/1988 

   

  	
   

  	
  SIRVA
  Group (NZ) 

  Ltd
  

   

   

   

  415
  Church St 

   

  Penrose,
  Auckland

  



 


59

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Records &
  Information Managers 

   

   

  ALLIED
  PICKFORDS

  	
   

  	
  Class 16 

   

   

   

   

  4|39 

   

   

   

   

   

   

  4|39

   

  	
   

  	
  09/29/2007 

   

   

   

   

  06/04/2017  

   

   

   

   

   

   

  06/04/2017

  	
   

  	
  167971 

   

   

   

   

  611905 

   

   

   

   

   

   

  611906

  	
   

  	
  09/29/1986 

   

   

   

   

  17/12/2001 

   

   

   

   

   

   

  17/12/2001

  	
   

  	
   

  
	
  19.

  	
   

  	
  Qatar

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
   

  	
   

  	
  SIRVA
  (Asia) Pte Ltd.

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  
	
  20.

  	
   

  	
  Romania

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  09/23/2012

  	
   

  	
  19866

  	
   

  	
  09/23/1992

  	
   

  	
  Allied
  International N.A. Inc 

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  



 


60

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Serbia &
  Montenegro

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  07/22/2012

  	
   

  	
  40011

  	
   

  	
  07/23/1997

  	
   

  	
  Allied
  International 

  N.A.
  Inc 

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  22.

  	
   

  	
  Singapore

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  12/02/2011

  	
   

  	
  10651/91

  	
   

  	
  10/02/1991

  	
   

  	
  Allied
  Pickfords (S)

  Pte Ltd 

   

  10 Hoe Chiang
  Road 

   

  06-01 Keppel
  Towers 

   

  Singapore
  089315

   

  
	
  23.

  	
   

  	
  South Korea

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 109 

   

   

  Class 109 

   

   

  Class 39
  and 42

   

  	
   

  	
  08/08/2010 

   

   

  12/05/2010 

   

   

   

  11/08/2010

  	
   

  	
  11741

   

   

  13041

   

   

   

  12691

  	
   

  	
  08/08/1990

   

   

  12/05/1990 

   

   

   

  11/08/1990

  	
   

  	
  SIRVA
  (Asia) Pte Ltd.

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  



 


61

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Spain

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  12/09/2012

  	
   

  	
  1289738

  	
   

  	
  12/09/1992

  	
   

  	
  Allied
  International N.A. Inc 

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  25.

  	
   

  	
  Taiwan

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  07/15/2014

  	
   

  	
  70903

  	
   

  	
  07/16/1994

  	
   

  	
  SIRVA
  (Asia) Pte Ltd.

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  
	
  26.

  	
   

  	
  Thailand

  	
   

  	
  PICKFORDS 

   

   

   

  PICKFORDS

  	
   

  	
  Class 16 

   

   

   

  Class 39

  	
   

  	
  10/30/2011 

   

   

   

  08/30/2012

  	
   

  	
  470255 

   

   

   

  SM861

  	
   

  	
  10/31/1991

   

   

   

   08/31/1992

  	
   

  	
  SIRVA
  (Asia) Pte Ltd.

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  
	
  27.

  	
   

  	
  United Arab
  Emirates

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  10/18/2013

  	
   

  	
  9307

  	
   

  	
  03/06/1997

  	
   

  	
  Allied
  Pickfords LLC. 

   

  109
  Century Plaza 

   

  Jumeirah
  (Beach) Road 

   

  P.O.Box
  30280

   

  Dubai

   

  United
  Arab Emirates

  



 


62

















 


	
   

  	
   

  	
  COUNTRY

  	
   

  	
  Mark

  	
   

  	
  CLASS

  	
   

  	
  RENEWAL

  DATE

  	
   

  	
  REG

  NO

  	
   

  	
  REG

  DATE

  	
   

  	
  Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  United States

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  07/14/2008

  	
   

  	
  2172109

  	
   

  	
  07/14/1998

  	
   

  	
  Allied
  International N.A. Inc

   

  700
  Oakmont Lane 

   

  Westmont
  IL 60559

   

  
	
  29.

  	
   

  	
  Vietnam

  	
   

  	
  PICKFORDS

  	
   

  	
  Class 39

  	
   

  	
  03/24/2013

  	
   

  	
  55463

  	
   

  	
  07/07/2004

  	
   

  	
  SIRVA
  (Asia) Pte Ltd.

   

  10
  Hoe Chiang Road 

   

  06-01
  Keppel Towers 

   

  Singapore
  089315

   

  



 


63

















 


SCHEDULE 9


 


Properties to be secured by Buyer Security


 


 


·                  4 St James Street, Off Hill
Road, York, YO10 3WW — Title No. NY411415


 


·                  Lease held by Pickfords
Limited of 62 West Harbour Road, Granton, Edinburgh, EH5 1PW


 


 


64

















	
  Signed by

  	
   

  
	
   

  	
   

  
	
  for and on behalf of NORTH AMERICAN INTERNATIONAL HOLDING CORPORATION

  	
  /s/ Eryk J. Spytek 

  
	
   

  	
  Eryk J. Spytek, Secretary 

  
	
   

  	
  Authorised Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by 

  	
   

  
	
   

  	
   

  
	
  for and on behalf of NA (UK) Limited Partnership

  	
  /s/ Eryk J. Spytek 
  

  
	
   

  	
  Eryk J. Spytek, Secretary 

  
	
   

  	
  General Partner/Limited Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by

  	
   

  
	
   

  	
   

  
	
  for and on behalf of NA (UK) GP Limited

  	
  /s/ Eryk J. Spytek

  
	
   

  	
  Eryk J. Spytek, Secretary 

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by TIM ROMER pursuant

  	
  /s/ Tim Romer

  
	
   

  	
  Director

  
	
  to a power of attorney given on 18 February 2008
  as attorney for 

  	
   

  
	
   

  	
   

  
	
  PICOT LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by  TIM ROMER pursuant

  	
   

  
	
   

  	
  /s/ Tim Romer

  
	
  to a power of attorney given on 18 February 2008
  as attorney for

  	
  Director

  
	
   

  	
   

  
	
  IRVING HOLDINGS LIMITED

  	
   

  



 


 


65