Exhibit 10.12
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY AGREEMENT
This First Amendment to Fourth Amended and Restated Warehousing Credit and
Security Agreement (this "Amendment"), is entered into effective as of the 1st
day of June, 2006, by and between SIRVA MORTGAGE, INC., an Ohio corporation
("Company") and WASHINGTON MUTUAL BANK, a federal association, ("Lender").
SECTION 1.
RECITALS.
COMPANY AND LENDER ENTERED INTO THAT CERTAIN
FOURTH AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT DATED JUNE
1, 2006, (THE "CREDIT AGREEMENT") FOR THE PURPOSES AND CONSIDERATION THEREIN
EXPRESSED.
COMPANY AND THE LENDER DESIRE TO MAKE CERTAIN AMENDMENTS TO THE
CREDIT AGREEMENT AS MORE PARTICULARLY SET FORTH HEREIN.
THEREFORE, COMPANY AND
THE LENDER HEREBY AGREE AS FOLLOWS, INTENDING TO BE LEGALLY BOUND:
SECTION 2.
DEFINITIONS AND REFERENCES.
UNLESS THE CONTEXT
OTHERWISE REQUIRES OR UNLESS OTHERWISE EXPRESSLY DEFINED HEREIN, THE TERMS IN
THE CREDIT AGREEMENT SHALL HAVE THE SAME MEANINGS WHENEVER USED IN THIS
AMENDMENT.
SECTION 3.
AMENDMENTS.
THE CREDIT AGREEMENT IS HEREBY AMENDED, AS
FOLLOWS:
(A)
THE FOLLOWING DEFINITIONS ARE HEREBY AMENDED AND RESTATED TO READ
AND/OR ADDED TO SECTION 1.1 DEFINED TERMS OF THE CREDIT AGREEMENT FOR ALL
PURPOSES:
"Relocation Mortgage Loan" means a Mortgage Loan (which is not a Single-family
Mortgage Loan) made by the Company to Sirva Relocation, LLC or its assignee that
(a) is for the purposes of financing the purchase by Sirva Relocation, LLC or
its assignee of improved real property containing one-to-four family residences
under its relocation home purchase program and (b) is secured by a First
Mortgage in recordable form, but not recorded.
SECTION 4.
REPRESENTATIONS AND RELEASE OF CLAIMS.
EXCEPT AS
OTHERWISE SPECIFIED HEREIN, THE TERMS AND PROVISIONS HEREOF SHALL IN NO MANNER
IMPAIR, LIMIT, RESTRICT OR OTHERWISE AFFECT THE OBLIGATIONS OF COMPANY AS
EVIDENCED BY THE LOAN DOCUMENTS.
COMPANY HEREBY ACKNOWLEDGES, AGREES, AND
REPRESENTS THAT (I) COMPANY IS INDEBTED TO LENDERS PURSUANT TO THE TERMS OF THE
NOTE; (II) THE LIENS, SECURITY INTERESTS AND ASSIGNMENTS CREATED AND EVIDENCED
BY THE LOAN DOCUMENTS ARE, RESPECTIVELY, FIRST, PRIOR, VALID AND SUBSISTING
LIENS, SECURITY INTERESTS AND ASSIGNMENTS AGAINST THE COLLATERAL AND SECURE ALL
INDEBTEDNESS AND OBLIGATIONS OF COMPANY TO LENDERS UNDER THE NOTE, THE CREDIT
AGREEMENT, ALL OTHER LOAN DOCUMENTS, AS MODIFIED HEREIN; (III) ALL OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT AND ALL
INSTRUMENTS AND DOCUMENTS EXECUTED PURSUANT THERETO OR CONTEMPLATED THEREBY ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THIS DATE; (IV) THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN DOCUMENTS ARE TRUE AND
CORRECT REPRESENTATIONS AND WARRANTIES OF COMPANY, AS OF THE DATE HEREOF; AND
(V) COMPANY IS NOT IN DEFAULT AND NO EVENT HAS OCCURRED WHICH, WITH THE PASSAGE
OF TIME, GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE A DEFAULT BY COMPANY OF
COMPANY'S OBLIGATIONS UNDER THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS.
SECTION 5.
SEVERABILITY.
IN THE EVENT ANY ONE OR MORE PROVISIONS
CONTAINED IN THE CREDIT AGREEMENT OR THIS AMENDMENT SHOULD BE HELD TO BE
INVALID, ILLEGAL