Exhibit 10.2


EIGHTH AMENDMENT
TO

AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT


This EIGHTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT dated as of August 15, 2006 (this “Amendment”) is entered into among SIRVA RELOCATION CREDIT, LLC, as Seller,
SIRVA RELOCATION LLC (“SIRVA Relo”)
and EXECUTIVE RELOCATION CORPORATION (“Executive
Relo”), as Servicers and Originators, the Purchasers party thereto
and LASALLE BANK NATIONAL ASSOCIATION, as Agent (in such capacity, the “Agent”).


RECITALS


A.    The Seller,
the Servicers, the Purchasers and the Agent are parties to that certain Amended
and Restated Receivables Sale Agreement dated as of December 23, 2004 and
amended as of March 31, 2005, May 31, 2005, June 30, 2005, September 30, 2005,
November 14, 2005, December 9, 2005 and March 27, 2006 (as so amended, the “Receivables Sale Agreement”).


B.     The
parties wish to amend the Receivables Sale Agreement as hereinafter set forth.


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


1.   Certain Defined Terms.   Capitalized
terms which are used herein without definition and that are defined in the
Receivables Sale Agreement shall have the same meanings herein as in the Receivables
Sale Agreement, as amended by this Amendment.


2.   Amendments to Receivables Sale Agreement.   The
Receivables Sale Agreement is hereby amended as follows:


(a)   Definition of Applicable Base Margin.   The
definition of “Applicable Base Margin” in Schedule I to the Receivables Sale
Agreement is hereby amended and restated to read in its entirety as follows:


““Applicable Base Margin” means:


(i)     with
respect to the period from and including August 15, 2006 to but excluding the
first date by which the Parent has received at least $70,000,000 in additional
Junior Capital, 3.00% with respect to the Prime Rate and 4.00% with respect to
the Eurodollar Rate,


(ii)    with
respect to the period from and including the first date by which the Parent has
received at least $70,000,000 in additional Junior Capital to but excluding the
first day by which (A) all the financial statements of SIRVA, Inc. and the
Parent for the fiscal year ending December 31, 2005 (including SIRVA, Inc.’s
Annual Report on Form 10-K as filed with the Securities and Exchange
Commission) and for the fiscal quarters ending March 31, 2006, June 30, 2006
and September 30, 2006 (including SIRVA, Inc.’s 









 



Quarterly Reports on Form
10-Q as filed with the Securities and Exchange Commission) are delivered to the
Agent (together with related compliance certificates required to be delivered
under the Receivables Sale Agreement) and (B) the monthly reports are first
delivered in the form required under Section 5.2(a)(iii) (without regard to the
waiver provided under the Eighth Amendment) after August 15, 2006, 1.75% with
respect to the Prime Rate and 2.75% with respect to the Eurodollar Rate, and


(iii)   at any
time thereafter the percentage set forth below opposite the Consolidated
Leverage Ratio most recently reported by Parent and its Subsidiaries under the
SIRVA Credit Agreement, as such agreement is in effect on the date hereof;
provided that if and for so long as such Consolidated Leverage Ratio has not
been so reported, the Applicable Base Margin shall be as set forth in clause
(ii) above.




	
  Consolidated Leverage Ratio

  	
   

  	
  Prime Rate

  	
   

  	
  Eurodollar Rate

  	
   

  
	
  Greater than or equal
  to 3.25

  	
   

  	
  1.50

  	
  %

  	
  2.50

  	
  %

  
	
  Greater than or equal
  to 2.75 and less than 3.25

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  
	
  Greater than or equal
  to 1.75 and less than 2.75

  	
   

  	
  1.00

  	
  %

  	
  2.00

  	
  %

  
	
  Less than 1.75

  	
   

  	
  0.75

  	
  %

  	
  1.75

  	
  %

  






 


(b)    The
following new definitions are hereby added to Schedule I to the Receivables
Sale Agreement, in the applicable alphabetical positions:


““Eighth Amendment”
means the Eighth Amendment to Amended and Restated Receivables Sale Agreement,
dated as of August 15, 2006, among the Seller, the Servicers, the Originators,
the Agent and the Purchasers.”


“Junior Capital”
has the meaning assigned thereto in the Seventh Amendment dated as of August
15, 2006 to the SIRVA Credit Agreement as in effect on the effective date of
the Eighth Amendment.



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3.   Limited Consents and Waivers.


(a)    Section
5.1(a)(i)(A), (B), (C) and (D) of the Receivables Sale Agreement, as amended by
Section 3(a) of the Third Amendment and Section 3(a) of the Fourth Amendment,
Section 3(a) of the Fifth Amendment and Section 4(a) of the Seventh Amendment,
require delivery of unqualified audited consolidated financial statements of
SIRVA, Inc. and the Parent for each fiscal year and delivery of unaudited
consolidated quarterly financial statements for SIRVA, Inc. and the Parent, in
each case by specified dates. Subject to Section 4 of this Amendment and
subject to the representation and warranty in Section 5(iv) of this
Amendment being true and correct, the Agent and the Purchasers agree that:


(i)     the
delivery of such financial statements for the fiscal year ended December 31,
2005 may be delayed until October 16, 2006; and


(ii)    the
delivery of the unaudited consolidated quarterly financial statements of SIRVA,
Inc. and the Parent to be delivered under clauses (B) and (D) of Section
5.1(a)(i) of the Receivables Sale Agreement in respect of each fiscal quarter
described below may be delayed until the date set opposite such quarter:




	
  Fiscal Quarter

  	
   

  	
  Delivery Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  first and second
  quarter, 2006

  	
   

  	
  November
  16, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  third quarter, 2006

  	
   

  	
  December 15, 2006.

  	
   

  






 


(b)    Section
5.2(a)(iii) of the Receivables Sale Agreement, as amended by Section 2(c) of
the Seventh Amendment, requires delivery of certain monthly reports (balance
sheets and statements of income) of the businesses owned by SIRVA Relo and
Executive Relo and including the Seller (but excluding SIRVA Mortgage) by the
specified Monthly Delivery Dates. The Agent and the Purchasers agree that:


(i)     the
delivery of such unaudited monthly consolidating income statements for the
months of April, May and June, 2006, and the information presented on a
year-to-date basis to the end of each such month, may be delayed until August
31, 2006;


(ii)    the
delivery of such unaudited monthly consolidating income statements for July,
2006, and the information presented on a year-to-date basis to the end of such
month, may be delayed until September 15, 2006;


(iii)   the
delivery of such unaudited monthly consolidating income statements for August,
2006, and the information presented on a year-to-date basis to the end of such
month, and balance sheets for April, May and June, 2006 may be delayed until
September 30, 2006;


(iv)   the
delivery of such unaudited monthly consolidating income statements for
September, 2006, and the information presented on a year-to-date basis to the
end of such month, and balance sheets for July, August and September, 2006 may
be delayed until November 15, 2006; and


(v)    the income
statements and balance sheets delivered under the foregoing clauses (i) through
(iv) may be presented on an “estimated” basis and the certifications
accompanying such income statements and balance sheets may indicate presentation
on such basis as opposed to (A) being fairly stated in all material respects,
(B) being complete and correct in all material respects in accordance with GAAP
and (C) being prepared in reasonable detail in accordance with GAAP applied
consistently.



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(c)    The Agent
and the Purchasers hereby consent to the execution and delivery of an amendment
to the SIRVA Credit Agreement in the form attached hereto as Attachment 1 (the “Credit Agreement Amendment”), provided
that such amendment became effective on or prior to August 15, 2006.


4.   Reservation of Rights.   By
press releases dated January 31, 2005, March 15, 2005, June 20, 2005, June 22,
2005 and September 21, 2005, SIRVA, Inc. announced various matters, including
the existence of a formal investigation by the SEC of such practices and
processes. Notwithstanding the agreement of the Agent and the Purchasers to a
delay in the delivery of certain financial reports and ongoing discussions
between the Agent, the Purchasers and the Originators with respect to the
matters described in the Press Releases, the Agent and the Purchasers have not
waived any rights or remedies they may have with respect to the matters, except
as set forth in Section 3(a)(vi) of the Fifth Amendment, that are the subject
of such review and investigation or any related matters. The Agent and the
Purchasers hereby expressly reserve all of their rights and remedies with
respect to all of the foregoing, including all rights with respect to any
related Termination Event that may have occurred and not been waived pursuant to
Section 3(a)(vi) of the Fifth Amendment.


5.   Representations and Warranties.   With
respect to the Sale Agreement, the Seller and each Servicer, and with respect
to the Purchase Agreement, the Originators hereby represent and warrant to the
Agent and the Purchasers as follows:


(i)   Representations and Warranties.   The
representations and warranties contained in Article IV of the Receivables Sale
Agreement and Section 4 of the Purchase Agreement are true and correct as of
the date hereof (except to the extent such representations and warranties
relate solely to an earlier date, in which case they are true and correct as of
such earlier date and except for the matters to be corrected by the Specified
Adjustments).


(ii)   Enforceability.   The
execution and delivery by the Seller and each Servicer of this Amendment, and
the performance by the Seller and each Servicer of this Amendment and the
Receivables Sale Agreement, as amended hereby (the “Amended Agreement”),
are within the corporate powers of the Seller and each Servicer and have been
duly authorized by all necessary corporate or company action on the part of the
Seller and each Servicer. This Amendment and the Amended Agreement are valid
and legally binding obligations of the Seller and each Servicer, enforceable in
accordance with their terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally or by equitable principles relating to
enforceability.


(iii)   No Potential Termination Event.   No
Potential Termination Event that will not be cured by this Amendment becoming
effective has occurred and is continuing.


(iv)   Specified Adjustments.   Except
as has been disclosed by the Servicers to the Purchasers in the supplement to
the Fee Letter delivered in connection with the First Amendment, the
adjustments described in the definition of “Specified
Adjustment” do not result from (and are not alleged by any
Governmental Authority or Responsible Person to 



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have resulted from)
fraud, misconduct or similar circumstances; and the matters disclosed in the
Press Releases and related matters will not have a Material Adverse Effect.


6.   Acknowledgment by Originators.   Each
of SIRVA Relo and Executive Relo, in its capacity as an Originator,
acknowledges and agrees to the terms of this Amendment, including without
limitation Sections 2, 3 and 4 hereof.


7.   Effect of Amendment.   Except
as expressly amended and modified by this Amendment, all provisions of the
Receivables Sale Agreement shall remain in full force and effect; and the
Seller and the Servicers confirm and reaffirm their obligations under the
Amended Agreement and the other Transaction Documents. Without limiting the
foregoing, the Seller and the Originators confirm and reaffirm their obligation
under Section 3 of the Fee Letter, and acknowledge that nothing in this
Amendment shall limit the ability of the Agent and the Purchasers to require
changes to the terms of the Transaction Documents as contemplated by such
Section 3. After this Amendment becomes effective, all references in the
Receivables Sale Agreement (or in any other Transaction Document) to “this
Agreement”, “hereof”, “herein” or otherwise referring to the Receivables Sale
Agreement shall be deemed to be references to the Amended Agreement. This
Amendment shall not be deemed to expressly or impliedly waive, amend or
supplement any provision of the Receivables Sale Agreement other than as set
forth herein.


8.   Effectiveness.   This
Amendment shall become effective upon the date on which all of the following
occur (the “Amendment Effective Date”):


(i)     receipt
by the Agent of counterparts of this Amendment (whether by facsimile or
otherwise) executed by the Seller, the Servicers, the Originators, the Agent
and the Required Purchasers and consented to by Parent and NAVL,


(ii)    receipt
by the Agent of a fee equal to 0.25% of the Aggregate Commitment for the
account of the Purchasers (proportionately according to their Commitment
Percentages), and


(iii)   receipt
by the Agent of a true and correct copy of the fully executed Credit Agreement
Amendment in form and substance satisfactory to the Agent and the Purchasers.


9.   Headings; Counterparts.   Section
Headings in this Amendment are for reference only and shall not affect the
construction of this Amendment. This Amendment may be executed by different
parties on any number of counterparts, each of which shall constitute an
original and all of which, taken together, shall constitute one and the same
agreement.


10.   Cumulative Rights and Severability.   All
rights and remedies of the Purchasers and Agent hereunder shall be cumulative
and non-exclusive of any rights or remedies such Persons have under law or
otherwise. Any provision hereof that is prohibited or unenforceable in any
jurisdiction shall, in such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and without affecting such provision in any other jurisdiction.



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11.   Governing Law.   This
Amendment shall be governed by, and construed in accordance with, the internal
laws (and not the law of conflicts) of the State of Illinois.


[signature
pages begin on next page]



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IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first above written.


	
  

  	
  SIRVA RELOCATION CREDIT, LLC, as Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  SIRVA RELOCATION LLC, as a Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE RELOCATION CORPORATION, as a Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  
	
   

  	
  Title: Treasurer

  



 


The undersigned (i) consent and agree to the foregoing
Amendment, (ii) confirm that references in the Purchase Agreement to the
Receivables Sale Agreement shall be references to such agreement as amended by
the Amendment, and (iii) confirm that the Purchase Agreement is in full force
and effect.


	
  SIRVA
  RELOCATION LLC, as an Originator

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
	
  EXECUTIVE RELOCATION CORPORATION,

  as an Originator

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
  Title: Treasurer

  	
   

  



 



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  LASALLE BANK NATIONAL
  ASSOCIATION, as Purchaser and Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marlee
  Zweigbaum

  
	
   

  	
  Title:

  	
  Vice President

  



 



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  GENERAL ELECTRIC
  CAPITAL

  CORPORATION, as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca
  L. Milligan

  
	
   

  	
  Title:

  	
  Duly Authorized
  Signatory

  



 



 S-3
 






 



 


	
  

  	
  THE CIT
  GROUP/BUSINESS

  CREDIT, INC., as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J.
  Long

  
	
   

  	
  Title:

  	
  Vice President

  



 



 S-4
 






 



 


	
  

  	
  E*TRADE BANK, as
  Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam
  Crow

  
	
   

  	
  Title:

  	
  Senior Manager

  



 



 S-5
 






 



 


	
  

  	
  U.S. BANK
  NATIONAL ASSOCIATION, as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  J. Johnson

  
	
   

  	
  Title:

  	
  Vice President

  



 



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  WELLS FARGO
  BANK, N.A., as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew
  S. Cadler

  
	
   

  	
  Title:

  	
  Vice President

  



 



 S-7
 






 



 


	
  

  	
  ALLIED IRISH
  BANKS, P.L.C., as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory
  J. Wiske

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joanne
  Gibson

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  



 



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