Exhibit 99.1
SECOND AMENDMENT
TO
AMENDED AND RESTATED RECEIVABLES
SALE AGREEMENT
This SECOND AMENDMENT TO AMENDED AND
RESTATED RECEIVABLES SALE AGREEMENT dated as of May 31, 2005
(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, GENERAL ELECTRIC CAPITAL CORPORATION (“
GECC ”), THE CIT GROUP/BUSINESS CREDIT, INC. and
LASALLE BANK NATIONAL ASSOCIATION (“ LaSalle
”), as Purchasers, and LaSalle, 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, as amended by the Waiver and First Amendment dated as of
March 31, 2005 (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)
Eligible Receivables
. The definition of
“Eligible Receivables” in Schedule I to the
Receivables Sale Agreement is hereby amended so that clause (xvi)
thereof reads in its entirety as follows:
“(xvi) with respect to any
Unbilled Miscellaneous Receivable, such Receivable has been
originated by Executive Relo; provided, however, that no Unbilled
Miscellaneous Receivable may be an Eligible Receivable at any time
when the Reconciliation Conditions are not satisfied and provided,
further, that no Unbilled Miscellaneous Receivable described in
clause (i) of the definition of “Miscellaneous
Receivable” may be an Eligible Receivable;
and”
(b)
Default Ratio as Termination
Event . 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:
