Exhibit 10.4
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
EIGHTH AMENDMENT TO THE CREDIT AGREEMENT
September 29, 2006
EIGHTH AMENDMENT, dated as of September 29, 2006 (this "Eighth 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 certain provisions of 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.
AMENDMENT TO SUBSECTION 1.1 (DEFINED TERMS).
THE DEFINITION OF
"PERMITTED HOLDER" IN SUBSECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED
IN ITS ENTIRETY TO READ AS FOLLOWS:
"Permitted Holder":
the CD&R Group, Exel plc, ValueAct Capital Master Fund,
L.P., MLF Offshore Portfolio Company, L.P., the Persons listed on Schedule B and
their Affiliates and any Management Investor; provided that, for purposes of
subsection 4.4(j), ValueAct Capital Master Fund, L.P., MLF Offshore Portfolio
Company, L.P. and their Affiliates shall not be "Permitted Holders"; and
provided, further, that if ValueAct Capital Master Fund, L.P. or MLF Offshore
Portfolio Company, L.P., together with its respective Affiliates, becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)
of shares of Voting Stock having more than 50% of the total voting power of all
outstanding shares of Holding, such Person and its Affiliates shall not be a
"Permitted Holder" if it is the "beneficial owner".
3.
AMENDMENTS TO SUBSECTION 4.4 (PREPAYMENTS).
(A)
SUBSECTION 4.4(C)(IV) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING CLAUSE (B) THEREOF IN ITS ENTIRETY AND SUBSTITUTING IN LIEU THEREOF THE
FOLLOWING CLAUSE (B):
(B) IN EXCESS OF $15,000,000 IN THE AGGREGATE (OF WHICH NOT MORE THAN $5,000,000
IN THE AGGREGATE SHALL HAVE BEEN RECEIVED FROM SALE AND LEASEBACK TRANSACTIONS
IN RESPECT OF
PROPERTIES LOCATED IN THE UNITED STATES) FOR ALL SUCH TRANSACTIONS FROM AND
AFTER AUGUST 15, 2006 OR
(B)
SUBSECTION 4.4(C)(Y) OF THE CREDIT AGREEMENT IS HEREBY