ContractSecurity Agreement • September 29th, 2006 • Sirva Inc • Trucking (no local) • New York
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT.
VOTING AGREEMENTVoting Agreement • September 29th, 2006 • Sirva Inc • Trucking (no local) • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 29, 2006, by and among ValueAct Capital Master Fund, L.P. (“ValueAct”), MLF Offshore Portfolio Company, L.P. (“MLF”), Clayton, Dubilier & Rice Fund V Limited Partnership (“Fund V”) and Clayton, Dubilier & Rice Fund VI Limited Partnership (“Fund VI” and, together with Fund V, the “Stockholders”).
EIGHTH AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • September 29th, 2006 • Sirva Inc • Trucking (no local) • New York
EIGHTH AMENDMENT, dated as of September 29, 2006 (this “Eighth Amendment”), to the Credit Agreement, dated as of December 1, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SIRVA WORLDWIDE, INC., a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers from time to time parties to the Credit Agreement (together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other Agents parties thereto.
SIRVA, Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2006 • Sirva Inc • Trucking (no local) • New York
This Registration Rights Agreement is made as of September 29, 2006 (the “Agreement”), by and among SIRVA, Inc., a Delaware corporation (the “Company”), ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“ValueAct”), and MLF Offshore Portfolio Company, L.P. a Cayman Islands limited partnership (“MLF” and together with ValueAct, the “Purchasers”). The Company proposes to issue and sell (the “Offering”) to the Purchasers upon the terms set forth in the Securities Purchase Agreement, dated September 25, 2006 (the “Purchase Agreement”), between the Purchasers and the Company, $75,000,000 aggregate principal amount of the Company’s 10.00% Convertible Notes due 2011 (the “Notes”), which are convertible into 75,000 shares (the “Securities”) of the Company’s 8.00% Convertible Perpetual Preferred Stock, par value $0.01 per share, which shall have the rights, powers and preferences set forth in the Certificate of Designations (the “Certificate of Designations”) of
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2006 • Sirva Inc • Trucking (no local) • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 25, 2006, by and among SIRVA, Inc., a Delaware corporation (the “Company”), ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“ValueAct Capital”) and MLF Offshore Portfolio Company, L.P., a limited partnership (“MLF” and together with ValueAct Capital, each a “Buyer” and together the “Buyers”).
