Exhibit 10.76(b)


 


31 January 2005


 


Dear Sirs,


 


Amendment and Settlement


 


We refer to the agreement entered into
between us dated 22 December 2004 in relation to the sale and purchase of
midiData Logistik GmbH, SIRVA Netherlands BV and North American (UK) Limited
(the Agreement).  Words and expressions defined or attributed a
meaning in the Agreement shall bear the same meaning where used in this letter
and the provisions of clauses 18 to 30 of, and of Schedule 11 to, the
Agreement shall apply mutatis mutandis to
this letter.


 


In consideration of the mutual covenants
contained in this letter, you and we hereby agree as follows:


 


1.             The Agreement shall be amended by the insertion of replacement
figures for the Debt Free/Cash Free Price for each Set of Shares in Part A
of Schedule 1 of the Agreement and (for the avoidance of doubt, pursuant
to the final paragraph of clause 2.4 of the Agreement) the insertion of
replacement figures for Estimated Cash and Estimated External Debt for each
Target Company in the Annex to Schedule 10 to the Agreement, in each case
as set out below.  The resulting Initial
Share Prices payable pursuant to clause 2.4 of the Agreement in respect of each
Set of Shares at Closing shall accordingly also be as set out below.


 


	
  1

  Shares/Target 

  Company

  	
   

  	
  2

  Debt Free/Cash

  Free Price

  	
   

  	
  3

  Estimated

  Cash

  	
   

  	
  4

  Estimated

  External

  Debt

  	
   

  	
  5

  Initial Share

  Price

  	
   

  
	
   

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
  €

  	
   

  
	
  8 Business
  Shares/midiData Logistik GmbH

  	
   

  	
  6,000,000.00

  	
   

  	
  734,055.98

  	
   

  	
  142,411.90

  	
   

  	
  6,591,644.08

  	
   

  
	
  10,000
  ordinary shares/SIRVA Netherlands BV

  	
   

  	
  1,500,000.00

  	
   

  	
  890,236.02

  	
   

  	
  Nil

  	
   

  	
  2,390,236.02

  	
   

  
	
  100 ordinary
  shares and 1,699,900 redeemable ordinary shares/North American (UK) Ltd.

  	
   

  	
  1,500,000.00

  	
   

  	
  172,761.40

  	
   

  	
  Nil

  	
   

  	
  1,672,761.40

  	
   

  
	
  Total

  	
   

  	
  9,000,000.00

  	
   

  	
  1,797,053.40

  	
   

  	
  142,411.90

  	
   

  	
  10,654,641.50

  	
   

  



 





















 


2.             Each such amendment shall take effect from the date of this letter,
the Agreement shall remain in full force and effect as so amended and, after
the date of this letter, any reference in the Agreement to “this Agreement”
shall be read and construed as a reference to the Agreement as so amended.


 


3.             The Purchasers each hereby acknowledge and agree that they have no
right to rescind or terminate the Agreement, whether pursuant to clause 6.5 of
the Agreement or otherwise, and undertake not to exercise, or to purport to
exercise, any such right.


 


4.             The information contained or referred to in the Annex to this letter
shall be deemed to have been disclosed to the Purchasers in the Disclosure
Letter prior to the Agreement’s being entered into.  The rights and obligations of the parties
under the Agreement shall be construed accordingly and the Purchasers each:


 


(a)           acknowledge and agree that the amendments to the Debt Free/Cash Free
prices set out above are in full and final settlement of all claims (whether in
contract, tort or otherwise, and including any claim for breach of the Warranty
contained in paragraph 2.2(b) of Schedule 2 to the Agreement or of
any other Warranty) which any Purchaser may have arising in respect of, and to
the extent of, the facts, matters, events and circumstances disclosed in the
Annex to this letter 

provided that such waiver shall not apply to any claims the Purchasers may have
in respect of the Tax Covenant, clause 2.2 and schedule 10 of the
Agreement or clause 12 of the Agreement;


 


(b)           waive any right to bring any such claim, undertake to the Sellers
and to the Sellers’ Guarantor not to bring, and to procure that no other member
of the Purchasers’ Group brings, any such claim or related proceedings of any
nature in any jurisdiction and undertake to indemnify and hold harmless the
Sellers and the Sellers’ Guarantor against any Costs that any of them or any
other member of the Sellers’ Group may incur in connection with any such claim
or proceedings being brought.


 


 


	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Gary Greasby

  	
   

  
	
  SIRVA UK LIMITED

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Gary Greasby

  	
   

  
	
  MIDIDATA SPEDITION
  GmbH

  	
  )

  	
   

  	
   

  



 


2





















 


	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Gary Greasby

  	
   

  
	
  ALLIED ARTHUR
  PIERRE SA

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Ralph A. Ford

  	
   

  
	
  SIRVA WORLDWIDE,
  INC.

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Charles Hallows

  	
   

  
	
  WINCANTON HOLDINGS
  LIMITED

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  	
   

  
	
  WINCANTON TRANS
  EUROPEAN

  	
  )

  	
  /s/ Charles Hallows

  	
   

  
	
  HOLDINGS GMBH

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  	
   

  
	
  WINCANTON TRANS
  EUROPEAN

  	
  )

  	
  /s/ Ian Mackie

  	
   

  
	
  MANAGEMENT GMBH

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  	
   

  
	
  WINCANTON TRANS EUROPEAN

  	
  )

  	
  /s/ Ian Mackie

  	
   

  
	
  HOLDINGS BV

  	
  )

  	
   

  	
   

  



 


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