Exhibit 10.3


NINTH AMENDMENT TO

AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT


This NINTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT dated as of August 16, 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, March 27, 2006 and August 15, 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)   Increases in Purchase Limit.   Article
I of the Receivables Sale Agreement is hereby amended by adding thereto the
following Section 1.10:


“Section 1.10.
Increases in Aggregate Commitment and Purchase Limit. (a) Request for Increase. Provided there
exists no Potential Termination Event, upon notice to the Agent (which shall promptly
notify the Purchasers), the Seller may from time to time on or prior to
December 31, 2006, request an increase in the Aggregate Commitment and the
Purchase Limit by an amount (for all such requests) not exceeding $25,000,000; provided that any such request for an
increase shall be in a minimum amount of $2,000,000.


(b)   Purchasers.   To
achieve the full amount of a requested increase and subject to the approval of
the Agent, the Seller may invite existing Purchasers to increase their
respective Commitments and/or additional Persons to become Purchasers pursuant
to a joinder agreement in form and substance satisfactory to the Agent and its
counsel; provided that nothing
herein shall require any Purchaser 









 



to increase its
Commitment. Any Commitment of a Person becoming a new Purchaser under this
Section 1.10 shall be in an amount of at least $5,000,000.


(c)   Effective Date and Allocations.   If
the Aggregate Commitment and Purchase Limit are increased in accordance with
this Section, the Agent and the Seller shall determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase. The Agent shall promptly notify the Seller and the
Purchasers of the final allocation of such increase and the Increase Effective
Date.


(d)   Effectiveness of Increase.   As
a condition precedent to such increase, the Seller shall deliver to the Agent a
certificate of each SIRVA Entity dated as of the Increase Effective Date
confirming that all corporate or limited liability company action to authorize
such increase has been taken and that no Potential Termination Event exists and
the SIRVA Entities shall pay an increase fee of 0.15% of the amount of each
increase of the Commitment of any Purchaser to the Agent for the account of
such Purchaser. The Purchasers shall make and receive such payments between
themselves on the Increase Effective Date to the extent necessary to make their
respective Purchase Interests pro rata in accordance with their respective
Commitments after giving effect to such increase. Schedule II to the
Receivables Sale Agreement shall be modified to reflect the increase in the
Aggregate Commitment, any new Purchaser and any change in Commitments.


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


““Aggregate
Commitment” means the aggregate of all Commitments of each
Purchaser, as such amount may be reduced pursuant to Section 1.5 or increased
pursuant to Section 1.10.”


(c)   Eligible Receivable Definition.   The
definition of “Eligible Receivable” in Schedule I to the Receivables Sale
Agreement is hereby amended so that clause (i) thereof reads in its entirety as
follows:


“(i)   each
Obligor of which (A) is a resident of, organized under the laws of, and with
its chief executive office in, the United States; (B) is not an Affiliate of
any of the parties hereto or an Originator; (C) is not a government or a
governmental subdivision or agency (provided that an Obligor may be the United
States or any Federal department or agency thereof subject to the Federal
Assignment of Claims Act, provided that the requirements of such Act have been
complied with to the satisfaction of the Agent); and (D) is either an Eligible
Relocating Employee or an Eligible Employer in good standing;”



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(d)   Eligible Receivables Balance Definition.   The
definition of “Eligible Receivables Balance” in Schedule I to the Receivables
Sale Agreement is hereby amended to read in its entirety as follows:


““Eligible
Receivables Balance” means, at any time, the aggregate principal
balance outstanding at such time of all Receivables included in the Eligible
Receivables as of the most recent Measurement Date and the aggregate
outstanding principal balance of all Eligible Receivables arising after the
most recent Measurement Date. For the avoidance of doubt, the Eligible
Receivables Balance does not include any Receivables paid since the most recent
Measurement Date.”


(e)   Net Receivables Balance Definition.   The
definition of “Net Receivables Balance” in Schedule I to the Receivables Sale
Agreement is hereby amended to read in its entirety as follows:


““Net Receivables Balance”
means at any time (a) the Eligible Receivables Balance minus (b) the sum of the
following amounts, as determined without duplication as of the most recent
Measurement Date, (i) the portion of the Eligible Receivable Balance in excess
of the Concentration Limit for each Employer, (ii) the Unbilled Miscellaneous
Receivable Excess Concentration, (iii) all unapplied Advance Employer Payments,
and (iv) the Aged Equity/Mortgage Receivables Excess Amount.”


(f)   Outside Date Definition.   The
definition of “Outside Date” in Schedule I to the Receivables Sale Agreement is
hereby amended so that clause (a) reads in its entirety as follows:


“(a)  with
respect to any Equity Advance, Final Equity Payment or Mortgage Payment, the
earlier of (i) 270 days following the funding of such Equity Advance by the
related Originator and (ii) if the related Receivable is a Billed Receivable,
the date specified in clause (b) or (c) below, as applicable;”


(g)   Purchase Limit Definition.   The
definition of “Purchase Limit” in Schedule I to the Receivables Sale Agreement
is hereby amended to read in its entirety as follows:


““Purchase Limit”
means $200,000,000, as such amount may be reduced pursuant to Section 1.5 or
increased pursuant to Section 1.10.”


(h)   Purchaser Reserve Definition.   The
definition of “Purchaser Reserve” in Schedule I to the Receivables Sale
Agreement is hereby amended to read in its entirety as follows:


““Purchaser Reserve”
means, for each Purchaser, at any time, the sum of (a) 25% of the Aged
Equity/Mortgage Receivables Portion of the outstanding Investment of such
Purchaser at such time, plus (b) 15% of the remaining portion of the
outstanding Investment of such Purchaser at such time.”



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(i)   Termination Event Definition.   The
definition of “Termination Event” in Schedule I to the Receivables Sale
Agreement is hereby amended so that clause (f) thereof reads in its entirety as
follows:


“(f)   the
Dilution Ratio exceeds 2% for any calendar month, or the Default Ratio exceeds
12% for any calendar month; or”


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


““Aged
Equity/Mortgage Receivables” means at any time the aggregate
principal amount outstanding at such time of all Equity Advances, Final Equity
Payments and Mortgage Payments that, as of the most recent Measurement Date,
were outstanding more than 180 days but less than 270 days after their funding
by the related Originator. For the avoidance of doubt, Aged Equity/Mortgage
Receivables do not include any Receivables paid since the most recent
Measurement Date.”


““Aged
Equity/Mortgage Receivables Excess Amount” means at any time an
amount equal to (x) the Aged Equity/Mortgage Receivables minus (y) 10% of an
amount equal to (i) the Net Receivables Balance minus (ii) the aggregate
Purchaser Reserves for all Purchasers.”


““Aged Equity/Mortgage Receivables Portion”
means at any time an amount equal to


(x)    (i)   the
Aged Equity/Mortgage Receivables minus (ii) the Aged Equity/Mortgage
Receivables Excess Amount,


divided by


(y)    the Net
Receivables Balance.”


““Measurement Date”
means the last day of each calendar month and any other date designated as a
Measurement Date by the Agent.”


““Ninth Amendment”
means the Ninth Amendment to Amended and Restated Receivables Sale Agreement,
dated as of August 16, 2006, among the Seller, the Servicers, the Originators,
the Agent and the Purchasers.”


3.   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.



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4.   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 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.


5.   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 and 3 hereof.


6.   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, 



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amend or supplement any
provision of the Receivables Sale Agreement other than as set forth herein.


7.   Effectiveness.   This
Amendment shall become effective upon the date on which all of the following
occur (the “Amendment Effective Date”): 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 Purchasers and
consented to by Parent and NAVL.


8.   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.


9.   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.


10.   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

  



 



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  THE CIT GROUP/BUSINESS

  CREDIT, INC., as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Long

  
	
   

  	
  Title:

  	
  Vice President

  



 



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  E*TRADE BANK, as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Crow

  
	
   

  	
  Title:

  	
  Senior Manager

  



 



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  U.S. BANK NATIONAL ASSOCIATION, as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brett M. Justman

  
	
   

  	
  Title:

  	
  AVP

  



 



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  WELLS FARGO BANK, N.A., as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew S. Cadler

  
	
   

  	
  Title:

  	
  Vice President

  



 



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  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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