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SIXTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

Receivables Purchase Transfer Agreement

SIXTH AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT | Document Parties: SIRVA INC | SIRVA RELOCATION LLC  | LASALLE BANK NATIONAL ASSOCIATION | EXECUTIVE RELOCATION CORPORATION You are currently viewing:
This Receivables Purchase Transfer Agreement involves

SIRVA INC | SIRVA RELOCATION LLC | LASALLE BANK NATIONAL ASSOCIATION | EXECUTIVE RELOCATION CORPORATION

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Title: SIXTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Date: 12/21/2005
Industry: Trucking     Sector: Transportation

SIXTH AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, Parties: sirva inc , sirva relocation llc  , lasalle bank national association , executive relocation corporation
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Exhibit 10.2


SIXTH AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

        This SIXTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT dated as of December 9, 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, 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 and amended as of March 31, 2005, May 31, 2005, June 30, 2005, September 30, 2005 and November 14, 2005 (as so amended, the " Receivables Sale Agreement ").

        B.    The parties wish to amend the Receivables Sale Agreement and to provide for certain waivers 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)    No Monthly Cash Flow Statements .    Each of Sections 5.2(a)(iii) and 5.3(a)(iii) of the Receivables Sale Agreement is amended by deleting the phrase therein "and of cash flows".

        (b)    Deletion of Securitization Covenant .    Section 5.4 of the Receivables Sale Agreement is amended to read in its entirety as follows:

         Section 5.4.     [RESERVED].

        (c)    Required Purchasers .    The first sentence of Section 8.4(c) of the Receivables Sale Agreement is hereby amended and restated to read as follows:

The Required Purchasers shall be entitled to request or direct the Agent to take action, or refrain from taking action, under this Agreement on behalf of the Purchasers; provided that the Agent shall not be required to comply with any such request or direction it believes to be inconsistent with the Transaction Documents or applicable law or that could be expected to subject the Agent to any expense for which it would not be reimbursed or any liability.

        (d)    Deletion of Securitizable Relocation Services Agreement Definition .    The definition of "Securitizable Relocation Services Agreement" in Schedule I to the Receivables Sale Agreement is hereby deleted.

        (e)    Applicable Margin Definition .    The definition of "Applicable Margin" in Schedule I to the Receivables Sale Agreement is hereby amended and restated to read as follows:

        " Applicable Margin " means the Applicable Base Margin.


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

        " Required Purchasers " means Purchasers holding more than 55% of the Commitments (or, if two Purchasers hold more than 55% of the Commitments, at least three Purchasers holding more than 55% of the Commitments).

        " Sixth Amendment " means the Sixth Amendment to Amended and Restated Receivable Sale Agreement, dated as of December 9, 2005, among the Seller, the Servicers, the Originators, the Agent and the Purchasers.

        3.      Limited Waivers .    Sections 5.2(a)(iii) and 5.3(a)(iii) of the Receivables Sale Agreement (before giving effect to the amendments provided under Section 2 of this Amendment) required delivery by the Master Servicer and the Subservicer to the Agent of monthly cash flow statements. The Agent and the Purchasers hereby waive any Termination Event arising from the failure of the Master Servicer and the Subservicer to deliver such monthly cash flow statements to the Agent. Section 5.4 of the Receivables Sale Agreement (before giving effect to the amendments provided under Section 2 of this Amendment) required the Servicer, the Subservicer and the Seller to use their best efforts to restructure Relocation Services Agreements to facilitate securitization and to effect a securitization. The Agent and the Purchasers hereby waive any Termination Event arising from any non-compliance by the Servicer, the Subservicer or the Seller with such Section 5.4.

        4.      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 Purchase


 
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