ACKNOWLEDGMENT AND CONFIRMATION
Exhibit 99.2
ACKNOWLEDGMENT AND CONFIRMATION
1. Reference is made to the First Amendment, dated as of December 8, 2004 (this “First Amendment”), to the Credit Agreement, dated as of December 1, 2003 (the “Credit Agreement”), among SIRVA Worldwide, Inc., a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers from time to time parties thereto, the several banks and other financial institutions parties thereto (the “Existing Lenders” and, together with the Tranche B Term Loan Lenders (as defined in the First Amendment), the “Lenders”), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), and the other Agents parties thereto. Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement are used herein as therein defined.
2. Each of the parties hereto hereby (a) confirms that the Tranche B Term Loans made under the Credit Agreement pursuant to the First Amendment are “Obligations” that are guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with its terms, (b) consents to the transactions contemplated by the First Amendment and (c) agrees that such party’s obligations under the Guarantee and Collateral Agreement shall remain in full force and effect after giving effect to the First Amendment.
3. THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
4. This Acknowledgment and Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Confirmation 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/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Senior VP, Secretary and General Counsel |
|
|
|
|
|
|
|
SIRVA, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Senior VP, Secretary and General Counsel |
|
|
|
|
|
|
|
A FIVE STAR FORWARDING, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
A RELOCATION SOLUTIONS MANAGEMENT |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
A THREE RIVERS FORWARDING, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
ALASKA USA VAN LINES, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
ALLIED FREIGHT FORWARDING, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
ALLIED INTERNATIONAL N.A., INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
ALLIED TRANSPORTATION FORWARDING, |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
ALLIED VAN LINES, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
ALLIED VAN LINES TERMINAL COMPANY |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
AMERICAS QUALITY VAN LINES, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
FEDERAL TRAFFIC SERVICE, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
FLEET INSURANCE MANAGEMENT, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
FRONTRUNNER WORLDWIDE, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
GLOBAL VAN LINES, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
GREAT FALLS NORTH AMERICAN, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
MERIDIAN MOBILITY RESOURCES, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
NACAL, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
NATIONAL ASSOCIATION OF INDEPENDENT |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
NORAM FORWARDING, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
NORTH AMERICAN FORWARDING, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
NORTH AMERICAN INTERNATIONAL N.A. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
NORTH AMERICAN LOGISTICS, LTD. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
NORTH AMERICAN VAN LINES, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Senior VP, Secretary, and General Counsel |
|
|
|
|
|
|
|
NORTH AMERICAN VAN LINES OF TEXAS, |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
SIRVA FREIGHT FORWARDING, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
SIRVA GLOBAL RELOCATION, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
SIRVA IMAGING SOLUTIONS, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
SIRVA RELOCATION LLC |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
SIRVA TITLE AGENCY, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
|
|
|
TRANSGUARD GENERAL AGENCY, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
VANGUARD INSURANCE AGENCY, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: Xxxxx X. Xxxx |
|
|
Title: Secretary |
|
|
|
|
Acknowledged and Agreed to as |
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A. (formerly |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxxxxx |
|
|
Name: Xxxxxxx X. Xxxxxxxx |
|
|
Title: Manging Director |
[rest of page intentionally left blank]