Exhibit 10.1


SIRVA WORLDWIDE, INC.,


THE FOREIGN SUBSIDIARY BORROWERS PARTIES HERETO,


THE SEVERAL LENDERS

FROM TIME TO TIME PARTIES HERETO,


JPMORGAN CHASE BANK, N.A.

as administrative agent


and


J.P. MORGAN SECURITIES INC.


as sole lead arranger and sole bookrunner






SEVENTH AMENDMENT
TO THE CREDIT AGREEMENT


August 15, 2006















 


SEVENTH AMENDMENT, dated as of August 15, 2006 (this “Seventh
Amendment”), to the Credit Agreement, dated as of December 1, 2003 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among SIRVA WORLDWIDE, INC., a Delaware corporation (the “Parent
Borrower”), the Foreign Subsidiary Borrowers from time to time parties to
the Credit Agreement (together with the Parent Borrower, the “Borrowers”),
the several banks and other financial institutions from time to time parties to
the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A.
(formerly known as JPMorgan Chase Bank), as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”), and the other
Agents parties thereto.


W I  T  N  E  S  S  E  T  H:


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


WHEREAS, the Parent Borrower has requested that the
Administrative Agent and the Lenders agree to amend and waive certain
provisions of the Credit Agreement and the Guarantee and Collateral Agreement
(as defined in the Credit Agreement) as set forth herein;


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


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


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


“Applicable Margin”: as applied to any given
type of Loans, (a) with respect to ABR Loans, 5.00% per annum and (b) with
respect to Eurocurrency Loans, 6.00% per annum; provided that (i) from
and after the date occurring on or after August 15, 2006 that the Term Loans have
been prepaid pursuant to subsection 4.4 by an aggregate amount that is greater
than or equal to $25,000,000 but less than $50,000,000, the Applicable Margin
shall be (A) with respect to ABR Loans, 4.75% per annum and (B) with respect to
Eurocurrency Loans, 5.75% per annum, (ii) from and after the date occurring on
or after August 15, 2006 that the Term Loans have been prepaid pursuant to
subsection 4.4 by an aggregate amount that is greater than or equal to
$50,000,000, the Applicable Margin shall be (A) with respect to ABR Loans,
4.25% per annum and (B) with respect to Eurocurrency Loans, 5.25% per annum,
and (iii) if at any time the Parent Borrower has a senior implied rating of
less than B2 (with negative outlook) from Moody’s or a corporate credit rating
of less than B- (with negative outlook) from S&P, or is not rated by either
Moody’s or S&P, then each of the foregoing margins in this definition shall
be increased by 0.50% per annum.









 



“Change in Consolidated Working Capital”: for
any period, a positive or negative number equal to the amount of Consolidated
Working Capital at the beginning of such period minus the amount of
Consolidated Working Capital at the end of such period, provided that
for the purposes of determining Excess Cash Flow, any change in Consolidated
Working Capital in a period directly or indirectly attributable to the
capitalization of any Relocation SPV or SIRVA Mortgage (including receipt of
any consideration by the Parent Borrower or any of its Subsidiaries in
connection therewith) shall be disregarded.


“Consolidated Current Portion Of Long Term Debt”:
at the date of determination thereof, the current portion of Consolidated Long
Term Debt that is included in Consolidated Short Term Debt.


“Consolidated Long Term Debt”: at the date of
determination thereof, all long term debt of the Parent Borrower and its
consolidated Subsidiaries as determined on a consolidated basis in accordance
with GAAP and as disclosed on the Parent Borrower’s consolidated balance sheet
most recently delivered under subsection 7.1.


“Consolidated Short Term Debt”: at the date of
determination thereof, all short term debt of the Parent Borrower and its
consolidated Subsidiaries as determined on a consolidated basis in accordance
with GAAP and as disclosed on the Parent Borrower’s consolidated balance sheet
most recently delivered under subsection 7.1; provided that the term
Consolidated Short Term Debt shall not include any Indebtedness of the type
described in clause (p) of subsection 8.2.


“Consolidated Working Capital”: at the date of
determination thereof, the aggregate amount of all current assets (excluding
cash, Cash Equivalents, assets held for sale and deferred taxes recorded as
assets) minus the aggregate amount of all current liabilities (excluding the Revolving
Credit Loans, Consolidated Current Portion of Long Term Debt, working capital
debt of Foreign Subsidiaries (other than Indebtedness of the type described in
clause (p) of subsection 8.2), liabilities related to assets held for sale and
deferred taxes recorded as liabilities), in each case determined on a
consolidated basis for the Parent Borrower and its consolidated Subsidiaries.


“ECF Percentage”: 50%.


“Excess Cash Flow”: for any period, EBITDA for
such period minus (a) any Capital Expenditures made in cash during such
period (excluding the principal amount of Indebtedness incurred in connection
with such expenditures (other than Revolving Loans or Indebtedness constituting
part of Consolidated Short Term Debt) and any such expenditures financed with
the proceeds of any Reinvested Amount), minus (b) any principal payments
(other than principal payments during such period pursuant to subsection
4.4(c), (e) or (k) unless and to the extent that the event giving rise to such
mandatory prepayment causes an increase in EBITDA for such period) of the Term
Loans made during such period, minus (c) any principal payments
resulting in a permanent reduction of any other Indebtedness of the Parent
Borrower or any of its consolidated Subsidiaries made during such period, minus
(d) Consolidated Interest 



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Expense for such period, minus
(e) any taxes paid or payable in cash during such period, minus (f) the
Net Cash Proceeds from any Asset Sale to the extent that such Net Cash Proceeds
(i) (without duplication of clause (a) or (g) of this definition) consist of
any Reinvested Amount or are otherwise applied in accordance with subsection
4.4(c) and (ii) are included in the calculation of EBITDA, minus (g)
(without duplication of clause (a) of this definition) any Investment made in
accordance with subsection 8.9(e), (g), (i), (l), (o), (p), (q), or (u) minus
(h) (without duplication of clause (b) or (c) of this definition) the proceeds
of any Sale and Leaseback Transactions entered into by the Parent Borrower or
any of its Subsidiaries in accordance with subsection 8.12 during such period
to the extent included in EBITDA, minus (i) any earnings included in
EBITDA for such period (except to the extent that any such earnings are used
for any purposes described in clauses (a) through (h) above) (x) of a
Receivables Subsidiary to the extent the terms of any Permitted Receivables
Transaction prohibit the distribution thereof to the Parent Borrower or any of
its other Subsidiaries, or (y) of a Foreign Subsidiary or any Subsidiary
thereof to the extent the terms of any Indebtedness of a Foreign Subsidiary
that is not a Loan Party prohibit the distribution thereof to the Parent
Borrower or any of its other Subsidiaries, minus (j) to the extent not
otherwise subtracted from EBITDA in this definition of “Excess Cash Flow”, any
cash dividends, and other loans and advances, made during such period by the
Parent Borrower or any of its Subsidiaries to Holding, so long as such
dividends, loans and advances are expressly permitted by subsection 8.7, provided
any cash dividends, and other loans and advances, made during such period by
the Parent Borrower or any of its Subsidiaries to Holding pursuant to
subsection 8.7(g) shall be deemed added to EBITDA for the purposes of this
definition of “Excess Cash Flow”, minus (k) to the extent not subtracted
in the calculation of EBITDA, the amount of any cash contributions required by
law to be made by the Parent Borrower or any of its Subsidiaries to any Plan, minus
(l) (without duplication) any cash amendment fees or expenses payable in
connection with the Sixth Amendment and Seventh Amendment, minus (m) to
the extent included in EBITDA for such period, any amounts described in clauses
(c) and (d) of such definition, plus (n) the Change in Consolidated
Working Capital for such period.


“Holding Debt”: any unsecured Indebtedness of
Holding for borrowed money (a) having no scheduled principal payments (whether
by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or
otherwise) prior to the date that is 180 days after the Final Maturity Date as
of the date of incurrence of such Holding Debt and (b) having no scheduled
payments of interest in cash (other than as permitted by subsection 8.7(g))
prior to the date that is 180 days after the Final Maturity Date as of the date
of incurrence of such Holding Debt. For the avoidance of doubt, Holding Debt
shall not include insurance premium financings.


“Junior Capital”: any Qualified Capital Stock
of Holding and any Holding Debt.


“Local Agents”: those independently owned local
moving and storage companies that have entered into certain contractual
arrangements with the Parent Borrower or any of its Subsidiaries to provide
customers with local sales, packing or warehousing services and/or a portion of
the hauling services required to support the operations of the Parent Borrower
and its Subsidiaries, or any combination of such services.



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“Qualified
Capital Stock”: any Capital Stock of any Person that does not by its terms
(or by the terms of any security into which it is convertible or for which it
is exchangeable or exercisable) or upon the happening of any event (a) provide
for scheduled payments of dividends in cash by the Parent Borrower or any of
its Subsidiaries, (b) mature or become mandatorily redeemable (other than
solely for Qualified Capital Stock) pursuant to a sinking fund obligation or
otherwise, (c) become convertible or exchangeable at the option of the holder
thereof for Indebtedness or Capital Stock that is not Qualified Capital Stock,
or (d) become redeemable at the option of the holder thereof, in whole or in
part, in each case, on or prior to the date that is 180 days after the Final
Maturity Date as of the date of issuance of such Capital Stock; provided
that any Capital Stock that would not constitute Qualified Capital Stock solely
because the holders thereof have the right to require such Person to repurchase
such Capital Stock upon the occurrence of a fundamental change (including a
change of control or Holding’s common stock ceasing to be listed on a national
securities exchange in the United States) or asset sale shall nonetheless
constitute Qualified Capital Stock.


3.      Amendments
to Subsection 4.4 (Prepayments).


(a)    Subsection
4.4(a) of the Credit Agreement is hereby amended by deleting from the proviso
to the first sentence thereof the phrase “from the Fourth Amendment Effective
Date (as defined in the Fourth Amendment, dated as of September 29, 2005) to
but excluding the first anniversary of the Fourth Amendment Effective Date” and
substituting in lieu thereof the phrase “from the Seventh Amendment Effective
Date (as defined in the Seventh Amendment, dated as of August 15, 2006) to but
excluding the first anniversary of the Seventh Amendment Effective Date”.


(b)    Subsection
4.4(c) of the Credit Agreement is hereby amended by deleting the words “and
(xiii)” from clause (ii) thereof and substituting in lieu thereof the words “,
(xiii) and (xviii)”.


(c)    Subsection
4.4(c) of the Credit Agreement is hereby amended by deleting clause (iv)
thereof in its entirety and substituting in lieu thereof the following clause
(iv):


(iv)   the Parent
Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from Sale
and Leaseback Transactions permitted by clause (b) of the last sentence of
subsection 8.12 (A) in excess of $30,000,000 in the aggregate for all such
transactions during the term of this Agreement or (B) in excess of $5,000,000
in the aggregate for all such transactions from and after August 15, 2006 or


(d)    Subsection
4.4(c) of the Credit Agreement is hereby amended by deleting clause (y) thereof
in its entirety and substituting in lieu thereof the following clause (y):


(y)    in the
case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds
to the extent such Net Cash Proceeds, together with the Net Cash Proceeds of
any other Sale and Leaseback Transaction entered into by the Parent Borrower or
any of its Subsidiaries, exceeds, without duplication, (I) $30,000,000 during
the term of this 



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Agreement or (II) $5,000,000
during the period from August 15, 2006 through and including the Final Maturity
Date and


(e)    Subsection
4.4(c) of the Credit Agreement is hereby amended by inserting the following
sentence at the end thereof:


Notwithstanding
the foregoing, from and after August 15, 2006, the aggregate Net Cash Proceeds
of Asset Sales by the Parent Borrower or any of its Domestic Subsidiaries that
may be designated as Reinvested Amounts shall not exceed $5,000,000 in any
fiscal year of the Parent Borrower.


(f)     Subsection
4.4(f) of the Credit Agreement is hereby amended by deleting therefrom the
words “subsection 4.4(c)” each place they appear and substituting in each case
in lieu thereof the words “subsections 4.4(c) and (k); and


(g)    Subsection
4.4 of the Credit Agreement is hereby amended by inserting at the end thereof
the following new paragraphs (j), (k) and (l):


(j)     If, at
any time on or after August 15, 2006 Holding shall issue, incur or sell any
Junior Capital to any Person (other than any Affiliate of Holding or Permitted
Holder, unless Holding elects to apply the Net Cash Proceeds received from any
such Affiliate or Permitted Holder as provided in this subsection 4.4(j)),
Holding shall, on the date of such issuance, incurrence or sale, contribute the
Net Cash Proceeds thereof to the equity of the Parent Borrower, and the Parent
Borrower shall, on such date, apply such Net Cash Proceeds in an amount equal
to the greater of (A) $30,000,000 or (B) 30% of such Net Cash Proceeds to the
prepayment of then outstanding Term Loans, with such prepayment to be applied pro
rata to the respective installments of principal thereof, and the
remainder of such Net Cash Proceeds (or, if less, the amount thereof equal to
the aggregate amount of then outstanding Revolving Credit Loans) to the
prepayment of any then outstanding Revolving Credit Loans (with no permanent
reduction in the Revolving Credit Commitments) (it being understood and agreed
that, for purposes of this subsection 4.4(j), references to the Parent Borrower
or any of its Subsidiaries in the definition of “Net Cash Proceeds” shall be
deemed to be references to Holding). Amounts prepaid on account of Term Loans
pursuant to this subsection 4.4(j) may not be reborrowed.


(k)    Commencing
March 31, 2007, and on each March 31 thereafter, the Parent Borrower shall
apply toward the prepayment, in accordance with subsection 4.4(f), of the Loans
and the cash collateralization of the L/C Obligations the ECF Percentage of
Parent Borrower’s Excess Cash Flow for the fiscal year ending on the
immediately preceding December 31.


(l)     During
the period from the Seventh Amendment Effective Date (as defined in the Seventh
Amendment, dated as of August 15, 2006) to but excluding the first anniversary
of the Seventh Amendment Effective Date, any mandatory prepayment of the Term
Loans of any Lender using proceeds of Indebtedness incurred by the Parent
Borrower or any of its Subsidiaries from a substantially concurrent issuance or
incurrence 



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of syndicated term loans
provided by one or more banks or other financial institutions for which the
interest rate payable thereon is lower than the Eurodollar Rate on the date of
such optional prepayment plus the Applicable Margin with respect to the Term
Loans shall be accompanied by payment of a 1% prepayment premium on the
principal amount of such Lender’s Term Loan prepaid (unless such prepayment
premium is waived by such Lender).


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


(a)    deleting
from paragraph (a) thereof the date “August 15, 2006” and substituting in lieu
thereof the date “October 16, 2006”;


(b)    deleting
from paragraph (b) thereof the date “October 16, 2006” and substituting in lieu
thereof the date “November 15, 2006”;


(c)    deleting
from paragraph (c) thereof the date “August 15, 2006” and substituting in lieu
thereof the date “October 16, 2006”; and


(d)    deleting
from paragraph (d) thereof the date “October 16, 2006” and substituting in lieu
thereof the date “November 15, 2006”.


5.      Amendments
to Subsection 7.2 (Certificates; Other Information).


(a)    Subsection
7.2(b) of the Credit Agreement is hereby amended by inserting at the end
thereof the following proviso:


provided
that any certificate delivered in connection with the delivery of the financial
statements referred to in subsections 7.1(c) and (d) for the fiscal year ended
December 31, 2005 and the quarterly periods ending March 31, 2006 and June 30,
2006, shall not be required to set forth the calculations required to determine
compliance with the covenants set forth in subsection 8.1;


(b)    Subsection
7.2 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the end of clause (e) thereof, (ii) deleting the “.” at the end of clause (f)
thereof and substituting “;” in lieu thereof and (iii) inserting the following
new clauses (g) and (h) at the end thereof:


(g)    not later
than 30 days after the end of each fiscal month of Holding, a reporting package
outlining key metrics and operating performance by segment for such fiscal
month, in form and substance reasonably satisfactory to the Administrative
Agent; and


(h)    (i) not
later than August 30, 2006, calculations (which may be, and be based on, good
faith estimates by the Parent Borrower) of the Consolidated Leverage Ratio and
the Consolidated Interest Coverage Ratio of the Parent Borrower and its
consolidated Subsidiaries for the period of four consecutive fiscal quarters
ended on December 31, 2005 and (ii) not later than November 30, 2006, a
certificate, executed by a 



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Responsible Officer of
the Parent Borrower, setting forth, to the best knowledge of such Responsible
Officer, the calculations of the Consolidated Leverage Ratio and the
Consolidated Interest Coverage Ratio of the Parent Borrower and its consolidated
Subsidiaries for the periods of four consecutive fiscal quarters ended on each
of March 31, 2006 and June 30, 2006.


6.      Amendment
to Subsection 7.9 (After Acquired Real Property and Fixtures). Subsection
7.9(a) of the Credit Agreement is hereby amended by deleting therefrom the
phrase “a Relocation SPV Financing” and substituting in lieu thereof the phrase
“the Employee Relocation Business”.


7.      Amendment
to Subsection 8.1 (Financial Condition Covenants). Effective upon the date
that Holding has issued, incurred or sold Junior Capital generating Net Cash
Proceeds of at least $70,000,000, subsection 8.1 of the Credit Agreement is
hereby amended by deleting such subsection in its entirety and substituting in
lieu thereof the following:


8.1.   Financial
Condition Covenants.


(a)    Maintenance
of Consolidated Interest Coverage Ratio. Permit, for any period of four
consecutive fiscal quarters of the Parent Borrower ending during any test
period set forth below, the Consolidated Interest Coverage Ratio at the last day
of such consecutive fiscal quarter period to be less than the ratio set forth
opposite such test period below:




	
  Test Period

  	
   

  	
  Ratio

  	
   

  
	
  September 30,
  2006 — June 29, 2008

  	
   

  	
  1.50 to 1.00

  	
   

  
	
  June 30, 2008 —
  March 30, 2009

  	
   

  	
  3.75 to 1.00

  	
   

  
	
  March 31, 2009 and
  thereafter

  	
   

  	
  4.00 to 1.00

  	
   

  






 


(b)    Maintenance
of Consolidated Leverage Ratio. Permit, at the last day of any fiscal
quarter ending during any test period set forth below, the Consolidated
Leverage Ratio to be greater than the ratio set forth opposite such test period
below:




	
  Test Period

  	
   

  	
  Ratio

  	
   

  
	
  July 1, 2006 —
  September 30, 2006

  	
   

  	
  7.25 to 1.00

  	
   

  
	
  October 1, 2006
  — December 31, 2006

  	
   

  	
  5.75 to 1.00

  	
   

  
	
  January 1, 2007
  — June 29, 2007

  	
   

  	
  5.50 to 1.00

  	
   

  
	
  June 30, 2007 —
  September 29, 2007

  	
   

  	
  5.00 to 1.00

  	
   

  
	
  September 30,
  2007 — December 30, 2007

  	
   

  	
  5.25 to 1.00

  	
   

  
	
  December 31,
  2007 — June 29, 2008

  	
   

  	
  4.75 to 1.00

  	
   

  
	
  June 30, 2008 —
  March 30, 2009

  	
   

  	
  3.00 to 1.00

  	
   

  
	
  March 31, 2009 and
  thereafter

  	
   

  	
  2.50 to 1.00

  	
   

  






 



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8.      Amendments
to Subsection 8.6 (Asset Sales).


(a)    Subsection
8.6(a)(vii) of the Credit Agreement by deleting the “;” at the end thereof and
substituting the following in lieu thereof:


(it being
understood that this proviso does not apply to any license, sublease or other
similar Disposition pursuant to clause (xviii) below);


(b)    Subsection
8.6(a)(x) of the Credit Agreement is hereby amended in its entirety to read as
follows:


(x)     Dispositions
by CRS Holding, ERC, Rowan, any of their respective Subsidiaries or any other
Subsidiary of the Parent Borrower engaged in the Employee Relocation Business
to a Relocation SPV or SIRVA Mortgage, Inc., in each case in connection with
the Employee Relocation Business, of the following, for value that is
reasonable (as determined by the Parent Borrower in good faith): (A) any
residential property, fixtures or related assets purchased in connection with
the Employee Relocation Business, (B) any notes or receivables (x) from
relocating employees or customers of the Employee Relocation Business representing
an advance of any portion of the purchase price for residential properties,
fixtures or related assets or (y) otherwise created in the ordinary course of
the Employee Relocation Business, (C) any contractual rights in respect of
reimbursement or indemnification for losses upon resale of any residential
properties, fixtures or related assets Disposed pursuant to clause (A) above,
or (D) a portion of the fees due from customers of the Employee Relocation
Business, the transfer of which shall, in the good faith determination of the
Parent Borrower, be limited in amount to the amount necessary to compensate
such Relocation SPV or SIRVA Mortgage, Inc., as the case may be, for expected
losses upon resales of residential properties, fixtures or related assets for
which the customer has not agreed to make indemnification or reimbursement;


(c)    Subsection
8.6(a)(xi) of the Credit Agreement is hereby amended in its entirety to read as
follows:


(xi)    Dispositions
of equipment, and (in the case of any Disposition by any Foreign Subsidiary)
other property, to Local Agents and Owner/Operators, including sales pursuant
to lease or conditional sales agreements, provided that an amount equal
to 100% of the Net Cash Proceeds of any such Asset Sale less the
Reinvested Amount is applied in accordance with subsection 4.4(c) (it being
understood that this proviso does not apply to any license, sublease or other
similar Disposition pursuant to clause (xviii) below);


(d)    Subsection
8.6(a) of the Credit Agreement is hereby amended by (i) deleting the word “and”
at the end of clause (xvi) thereof, (ii) deleting the “.” at the end of clause
(xvii) thereof and substituting “; and” in lieu thereof and (iii) inserting the
following new clause (xviii) at the end thereof:


(xviii)     licenses,
subleases and other similar Dispositions in connection with any Disposition
permitted by clause (vii) or (xi) of this subsection 8.6(a).



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9.      Amendments
to Subsection 8.7 (Loans and Dividends to Holding).


(a)    Subsection
8.7(c) of the Credit Agreement is hereby amended by inserting at the end
thereof the following further proviso:


provided
further that, notwithstanding the foregoing, the aggregate amount of all
such loans, advances and dividends made on or after August 15, 2006 shall not
exceed $3,000,000;


(b)    Subsection
8.7 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the end of clause (e) thereof, (ii) deleting the “.” at the end of clause (f)
thereof and substituting “;” in lieu thereof and (iii) inserting the following
new clauses (g) and (h) at the end thereof:


(g)    in any
fiscal year of the Parent Borrower, the Parent Borrower and any of its
Subsidiaries may make loans and advances, and the Parent Borrower may pay cash
dividends, to Holding to allow Holding to pay cash interest or cash dividends
on its Junior Capital; provided that (i) the aggregate amount of all
such loans, advances and dividends in any fiscal year shall not exceed an
amount that is equal to 10% of the aggregate principal amount or aggregate
liquidation preference, as applicable, of such Junior Capital and (ii) at the
time of such loan, advance or dividend and upon giving effect thereto, no
Default or Event of Default shall have occurred and be continuing; and


(h)    the Parent
Borrower and any of its Subsidiaries may make loans and advances, and the
Parent Borrower may pay cash dividends, to Holding to allow Holding to
capitalize any Relocation SPV or SIRVA Mortgage, Inc.; provided that the
aggregate amount of such Investments and dividends is permitted by subsection
8.9(u) or 8.9(v).


10.    Amendment
to Subsection 8.8 (Capital Expenditures). Subsection 8.8 of the Credit
Agreement is hereby amended by deleting the proviso therefrom and substituting
in lieu thereof the following proviso:


provided
that (a) the Parent Borrower and its consolidated Subsidiaries may make Capital
Expenditures in an amount not to exceed (i) $60,000,000 for any fiscal year of
the Parent Borrower ending on or before December 31, 2005 and (ii) $20,000,000
in any fiscal year thereafter, and (b) the unused amount of any Capital
Expenditures permitted to be made pursuant to the foregoing clause (a) during
any fiscal year and not made during such fiscal year may be carried over and
expended during the next succeeding fiscal year (it being understood and agreed
that Capital Expenditures made pursuant to this subsection during any fiscal
year ending on or after December 31, 2006 shall be deemed made, first,
in respect of amounts permitted for such fiscal year as provided above and, second,
in respect of amounts carried over from the prior fiscal year pursuant to
clause (b) above)



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11.    Amendments
to Subsection 8.9 (Investments, Loans and Advances).


(a)    Subsection
8.9(f)(ii) of the Credit Agreement is hereby amended by inserting the following
parenthetical immediately following the words “subsection 8.7”: “(other than
subsection 8.7(h))”.


(b)    Subsection
8.9 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the end of clause (t) thereof and (ii) deleting clause (u) thereof in its
entirety and substituting in lieu thereof the following new clauses (u) and
(v):


(u)    Investments
comprised of loans, advances or dividends to Holding to allow Holding to
capitalize a Relocation SPV or SIRVA Mortgage, Inc.; provided that (i)
no such Investment may be made until such time as at least $70,000,000 of the
Net Cash Proceeds from the issuance, incurrence or sale of Junior Capital has
been contributed by Holding to the equity of the Parent Borrower and applied by
the Parent Borrower in accordance with subsection 4.4(j), (ii) the aggregate
amount of all such Investments outstanding at any time shall not exceed an
amount that is equal to (A) the lesser of (x) $100,000,000 and (y) the
aggregate Net Cash Proceeds in respect of such Junior Capital received by
Holding on or after August 15, 2006 minus (B) $70,000,000, (iii) within five
Business Days after the making of such Investment, the Parent Borrower or any
Subsidiary shall have Disposed of assets pursuant to subsection 8.6(a)(x) to
such Relocation SPV or SIRVA Mortgage, Inc., as applicable, and shall have
received consideration therefor in an amount substantially equal (after giving
effect to any ordinary course discounts in connection with such Disposition) to
the amount of such Investment and (iv) the Capital Stock of the holding company
parent of such Relocation SPV or SIRVA Mortgage, Inc., as applicable, shall
have been pledged to the Administrative Agent, for the benefit of the Lenders
(it being understood that no pledge of the Capital Stock of the holding company
parent of SIRVA Mortgage, Inc. shall be required if the regulatory approvals
necessary to be obtained to pledge such Capital Stock are unable to be obtained
after the exercise of commercially reasonable efforts), and such holding company
parent shall be a Guarantor and Grantor under (and as defined in) the Guarantee
and Collateral Agreement; and


(v)    Investments
not otherwise permitted by the preceding clauses of this subsection 8.9 not to
exceed in the aggregate $25,000,000 outstanding at any time (of which not more
than $10,000,000 in the aggregate outstanding at any time can be invested by
Subsidiaries that are not Loan Parties).


12.    Amendment
to Subsection 8.10 (Certain Acquisitions). Subsection 8.10 of the Credit
Agreement is hereby amended by deleting the word “or” at the end of clause (b)
thereof and substituting in lieu thereof the following further proviso:


provided
further that, notwithstanding the foregoing, the aggregate amount of
consideration for all acquisitions permitted by this clause (b) that are
consummated on or after August 15, 2006 shall not exceed $10,000,000; or



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13.    Amendment
to Subsection 8.12 (Sale and Leasebacks). Subsection 8.12(b)(ii) of the
Credit Agreement is hereby amended in its entirety to read as follows:


(ii) the aggregate Net Cash Proceeds from all Sale and
Leaseback Transactions permitted by this clause (b) shall not during the term
of this Agreement exceed an amount equal to (A) $30,000,000 (of which not more
than $5,000,000 shall have been received during the period from August 15, 2006
through and including the Final Maturity Date), plus (B) the aggregate amount
of such Net Cash Proceeds applied to prepay the Loans pursuant to subsection
4.4(c).


14.    Amendment
to Subsection 5.4(i)(d) of the Guarantee and Collateral Agreement (Covenants of
Holding). Subsection 5.4(i)(d) of the Guarantee and Collateral Agreement is
hereby amended in its entirety to read as follows:


(d)    the
offering, issuance, incurrence, sale and repurchase or redemption of, and
dividends or distributions on, its equity securities and its Junior Capital, provided
that, with respect to any Junior Capital issued, incurred or sold on or after
August 15, 2006, (i) the requirements of subsection 4.4(j) of the Credit
Agreement are complied with in connection therewith to the extent applicable
and (ii) Holding shall not make any cash interest or dividend payments with
respect to such Junior Capital with the proceeds of loans, advances and
dividends from the Parent Borrower or any of its Subsidiaries, other than any
such loans, advances and dividends permitted under subsection 8.7(g) of the
Credit Agreement,


15.    Waiver.
The Lenders hereby waive any Default or Event of Default arising solely by
reason of (a) the failure of the Parent Borrower to comply with subsection 8.1
(Financial Condition Covenants) of the Credit Agreement for the periods of four
consecutive fiscal quarters ending on each of December 31, 2005, March 31, 2006
and June 30, 2006, respectively, and (b) the representations and warranties of
the Borrower set forth in Sections 5.7, 6.2(a) and 6.2(b) (in each case, with
respect to the absence of any Default or Event of Default arising from
compliance with subsection 8.1 of the Credit Agreement for the fiscal periods
described in clause (a) above) of the Credit Agreement being inaccurate in all
material respects on, or as of, each date made or deemed made.


16.    Conditions
to Effectiveness of this Seventh Amendment. This Seventh Amendment shall
become effective upon the date (the “Seventh Amendment Effective Date”)
when the Administrative Agent shall have received (i) counterparts of this
Seventh Amendment, duly executed and delivered by the Borrowers and
Administrative Agent, (ii) executed Lender Addenda, or facsimile transmissions
thereof, substantially in the form of Exhibit A hereto (each, a “Lender
Addendum”) from the Required Lenders under the Credit Agreement, (iii) an
executed Acknowledgment and Confirmation, substantially in the form of Exhibit
B hereto, from an authorized officer of each of Holding and each Guarantor,
(iv) copies of the unaudited consolidated balance sheets of each of Holding and
the Parent Borrower as at December 31, 2005 and the related unaudited
consolidated statements of income and of cash flows of each of Holding and the
Parent Borrower for the fiscal year ended on such date and (v) all fees
required to be paid on or before the Seventh Amendment Effective Date, and all
expenses required to be paid on or before the Seventh Amendment Effective Date
for which invoices have been presented.



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17.    Representations
and Warranties.


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


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


18.    Covenants.


(a)    Additional
Collateral and Guarantees. Within 60 days after the Seventh Amendment
Effective Date, the Parent Borrower shall provide to the Administrative Agent
(i) an assumption agreement, in substantially the form attached as Annex 1 to
the Guarantee and Collateral Agreement (an “Assumption Agreement”), duly
executed by each of RS Acquisition Holding, LLC, a wholly owned Subsidiary of
Holding (“RS Acquisition”), and CMS Holding LLC, a wholly owned
Subsidiary of Holding (“CMS Holding”), pursuant to which RS Acquisition
and CMS Holding each becomes a party to the Guarantee and Collateral Agreement
as a Guarantor and Grantor thereunder, (ii) an Assumption Agreement, duly
executed by Holding, pursuant to which it pledges the Capital Stock of RS
Acquisition, CMS Holding and any other direct Subsidiary of Holding, whether
now owned or hereafter acquired or formed (it being understood that no pledge
of the Capital Stock of CMS Holding shall be required if the regulatory
approvals necessary to be obtained to pledge such Capital Stock are unable to
be obtained after the exercise of commercially reasonable efforts), and (iii)
such other documents and instruments (including stock certificates and undated
stock powers executed in blank) as the Administrative Agent may reasonably
request in connection with the foregoing Assumption Agreements.


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


(c)    Payment
of Amendment Fee. The Parent Borrower agrees to pay to the Administrative
Agent, on behalf of each Lender which shall have executed and delivered a
Lender Addendum to counsel to the Administrative Agent by 11:59 p.m. (New York
City time) on August 15, 2006, an amendment fee in an amount equal to 0.50% of
the sum of each such Lender’s Revolving Credit Commitment and Term Loans then
outstanding, such amendment fee to be paid one Business Day after the Seventh
Amendment Effective Date.


19.    Continuing
Effect of the Loan Documents. This Seventh Amendment shall not constitute
an amendment or waiver of any provision of the Credit Agreement or any other
Loan 



 12
 






 



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


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


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


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


23.    GOVERNING
LAW. THIS SEVENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS SEVENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


[THE REMAINDER OF
THIS PAGE IS INTENTIONALLY LEFT BLANK]



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


	
  

  	
  SIRVA WORLDWIDE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eryk J. Spytek

  
	
   

  	
   

  	
  Name: Eryk J. Spytek

  
	
   

  	
   

  	
  Title: SVP, General Counsel & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIRVA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eryk J. Spytek

  
	
   

  	
   

  	
  Name: Eryk J. Spytek

  
	
   

  	
   

  	
  Title: SVP, General Counsel & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIED ARTHUR PIERRE N.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eryk J. Spytek

  
	
   

  	
   

  	
  Name: Eryk J. Spytek

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALNAV PLATINUM COMPANY (as successor to

  ALNAV Platinum Group Inc.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eryk J. Spytek

  
	
   

  	
   

  	
  Name: Eryk J. Spytek

  
	
   

  	
   

  	
  Title:Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PICKFORDS AUSTRALIA PTY. LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Filipovic

  
	
   

  	
   

  	
  Name: Michael Filipovic

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIRVA UK LIMITED (formerly known as Pickfords

  Limited)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eryk J. Spytek

  
	
   

  	
   

  	
  Name: Eryk J. Spytek

  
	
   

  	
   

  	
  Title: Director

  



 









 



 


	
  

  	
  JPMORGAN CHASE BANK, N.A. (formerly known as
  JPMorgan Chase Bank), as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn A. Duncan

  
	
   

  	
   

  	
  Name: Kathryn A. Duncan

  
	
   

  	
   

  	
  Title: Managing Director