DOCUMENTS.
THIS EIGHTH AMENDMENT SHALL NOT
CONSTITUTE AN AMENDMENT OR WAIVER OF ANY PROVISION OF THE CREDIT AGREEMENT OR
ANY OTHER LOAN 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
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" IN THE LOAN DOCUMENTS OR ANY RELATED DOCUMENTS SHALL BE DEEMED TO BE
A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED BY THIS EIGHTH AMENDMENT.
11.
COUNTERPARTS.
THIS EIGHTH 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.
12.
SEVERABILITY.
ANY PROVISION OF THIS EIGHTH 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.
13.
INTEGRATION.
THIS EIGHTH 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.
14.
GOVERNING LAW.
THIS EIGHTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS EIGHTH 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]
4
IN WITNESS WHEREOF, the parties hereto have caused this Eighth 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
5
JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as
Administrative Agent
By:
/s/ Kathryn A. Duncan
Name: Kathryn A. Duncan
Title: