Exhibit 10.3
WAIVER UNDER SECOND AMENDED
AND
RESTATED PURCHASE AND SALE
AGREEMENT
THIS WAIVER (this
“ Waiver ”), dated as of February 5, 2008, is by and
among SIRVA RELOCATION LLC, EXECUTIVE RELOCATION CORPORATION and
SIRVA GLOBAL RELOCATION, INC. (collectively, the “
Originators ”); and SIRVA RELOCATION CREDIT, LLC (the
“ Buyer ”).
PRELIMINARY STATEMENTS
A.
Reference is made to that certain Second Amended and Restated
Purchase and Sale Agreement, dated as of December 22, 2006,
among the Originators and the Buyer (as amended, modified or
supplemented from time to time, the “ Purchase
Agreement ”). Capitalized terms used herein without
definition shall have the meanings ascribed thereto in the Purchase
Agreement.
B.
SIRVA Inc. and all of its domestic subsidiaries, other than the
Buyer, intend to commence bankruptcy proceedings, on or about
February 5, 2008, under Chapter 11 of Title 11 of the United
States Code (such proceedings, including any subsequent conversion
of the same to “Chapter 7” proceedings and/or following
the appointment of a bankruptcy trustee, the “ Chapter 11
Proceedings ”).
C.
Section 6.2 of the Purchase Agreement provides that the
purchase and sale of Receivables thereunder will automatically
terminate upon the occurrence of a Bankruptcy Event with respect to
an Originator, which would include the commencement of the Chapter
11 Proceedings.
D.
The Buyer and the Originators have agreed to waive the occurrence
of the automatic termination provision of Section 6.2 of the
Purchase Agreement, solely as it relates to the commencement of the
Chapter 11 Proceedings.
NOW, THEREFORE, in
consideration of the premises set forth above, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Waiver of
Section 6.2 of the Purchase Agreement . As of the
Effective Date (as set forth in Section 2 below), the
parties hereto waive the occurrence of the automatic termination
provision of Section 6.2 of the
