AMENDMENTTO VOTING AGREEMENT
Exhibit 10.46(b)
AMENDMENT TO VOTING AGREEMENT
This Amendment, dated as of October 10, 2006 (this Amendment), to the Voting Agreement, entered into as of September 29, 2006 (the Agreement), is 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).
WHEREAS, in connection with the Securities Purchase Agreement, dated as of September 25, 2006, by and among Sirva, Inc., ValueAct and MLF, the parties hereto entered into the Agreement; and
WHEREAS, the parties wish to amend the Agreement to remove MLF as a party to the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements contained herein, the parties intending to be legally bound, hereby agree as follows:
1. MLF is hereby removed as a party to the Agreement and shall no longer have any rights or obligations thereunder. All references to MLF in the Agreement are hereby deleted.
2. All of the terms and conditions set forth in the Agreement shall remain in full force and effect, except to the extent expressly provided herein.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.
VALUEACT CAPITAL MASTER FUND, L.P. | ||||
| By: its general partner, VA Partners, LLC | |||
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| By: | Peter H. Kamin | ||
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| Name: | Peter H. Kamin | |
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| Title: | Managing Member | |
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| MLF Offshore Portfolio Company, LP | |||
| By: its general partner, MLF Cayman GP, Ltd. | |||
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| By: | /s/ Matthew L. Feshbach | ||
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| Name: | Matthew L. Feshbach | |
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| Title: | Director | |
[SIGNATURE PAGE CD&R VOTING AGREEMENT AMENDMENT]
Clayton, Dubilier & Rice Fund V Limited Partnership | |||
| By: | CD&R Associates V Limited Partnership, its general partner | |
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| By: | CD&R Investment Associates II, Inc., its managing general partner | |
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| By: | /s/ Theresa A. Gore | |
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| Name: | Theresa A. Gore |
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| Title: | Vice President and Treasurer |
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| Clayton, Dubilier & Rice Fund VI Limited Partnership | ||
| By: | CD&R Associates VI Limited Partnership, its general partner | |
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| By: | CD&R Investment Associates VI, Inc., its general partner | |
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| By: | /s/ Theresa A. Gore | |
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| Name: | Theresa A. Gore |
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| Title: | Vice President and Treasurer |
[SIGNATURE PAGE CD&R VOTING AGREEMENT AMENDMENT]