Exhibit 10.32
CONSENT AMONG UNITED ROAD SERVICES INC., URS SOUTHWEST, INC., URS NORTHEAST,
INC., FAST TOWING, INC., CITY TOWING INC., EL PASO TOWING, INC., URS OF
TENNESSEE, INC., XXX XXXXXX ENTERPRISES INC., URS MIDWEST, INC., URS WEST, INC.,
URS SOUTHEAST, INC., XXXXX'X BODY SHOP INC., AUTO SERVICE CENTER, XXXXX'S
WRECKER SERVICE, INC., ENVIRONMENTAL AUTO REMOVAL, INC., E&R TOWING & GARAGE,
INC., BILL & WAG'S, INC. AND ARRI BROTHERS, INC., AS BORROWERS; GENERAL ELECTRIC
CAPITAL CORPORATION, AS A LENDER, AND AS AGENT FOR LENDERS; AND THE OTHER
LENDERS
This Consent, dated as of May 11, 2001 (this "Consent"), is entered into by
and among United Road Services, Inc., URS Southwest, Inc., URS Northeast, Inc.,
Fast Towing, Inc., City Towing Inc., El Paso Towing, Inc., URS of Tennessee,
Inc., Xxx Xxxxxx Enterprises Inc., URS Midwest, Inc., URS West, Inc., URS
Southeast, Inc., Xxxxx'x Body Shop Inc., Auto Service Center, Xxxxx's Wrecker
Service, Inc., Environmental Auto Removal, Inc., E&R Towing & Garage, Inc., Bill
& Wag's, Inc. and Arri Brothers, Inc. (each a "Borrower" and, collectively,
"Borrowers"), as Borrowers; General Electric Capital Corporation, as a Lender,
and as Agent for Lenders; and the other Lenders.
RECITALS
X. Xxxxxxxxx, Agent, Lenders, and Fleet Capital Corporation, as a Lender
and as Documentation Agent, are parties to that certain Credit Agreement, dated
as of July 20, 2000, as amended by Amendment No. 1 thereto, dated as of
September 25, 2000 and as amended by Amendment No. 2 thereto, dated as of March
30, 2001 (as so amended and as hereafter further amended, restated or otherwise
modified, the "Credit Agreement").
X. Xxxxxxxx, Agent and Xxxxxxx are desirous of consenting to certain
specified matters as and to the extent set forth herein and pursuant to the
terms and conditions set forth in this Consent.
C. This Consent shall constitute a Loan Document and these Recitals shall
be construed as part of this Consent.
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, and of the Revolving Credit Advances and other extensions
of credit heretofore, now or hereafter made to, or for the benefit of, Borrowers
by Xxxxxxx, Borrowers, Agent and Xxxxxxx hereby agree as follows:
1. Definitions. Except to the extent otherwise specified herein,
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capitalized terms used in this Consent shall have the same meanings ascribed to
them in the Credit Agreement and Annex A thereto.
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2. Consent.
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2.1. Blocked Account Agreements. Agent and Lenders hereby consent to the
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non-compliance with the provision of Section (c) of Annex C (Section 1.8) to the
Credit Agreement that requires each bank where a Blocked Account or Disbursement
Account is maintained and all other Relationship Banks to have entered into a
tri-party blocked account agreement with Agent, for the benefit of itself and
Lenders, within ninety (90) days following the Closing Date; provided, that,
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those few remaining banks and other Relationship Banks which have not yet so
executed such a tri-party blocked account agreement enter into a tri-party
blocked account agreement with Agent, for the benefit of itself and Lenders, and
the applicable Borrower and Subsidiaries thereof, as applicable, in form and
substance reasonably satisfactory to Agent, on or prior to June 15, 2001.
3. Conditions Precedent to Effectiveness. The effectiveness of the consent
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set forth in Section 2 hereof is subject to the satisfaction of each of the
following conditions precedent:
3.1. Consent. This Consent shall have been duly executed and delivered by
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the Borrowers, Agent and Lenders.
3.2. No Default. No Default or Event of Default shall have occurred and be
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continuing or would result from the effectiveness of this Consent or the
consummation of any of the transactions contemplated thereby.
3.3. Miscellaneous. Agent and Lenders shall have received such other
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agreements, instruments and documents as Agent or Lenders may reasonably
request.
4. Reference to and Effect Upon the Credit Agreement and other Loan
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Agreements.
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4.1. Except for the specific consent provided for in Section 2 above, the
Credit Agreement, the Notes and each other Loan Document shall remain in full
force and effect and each is hereby ratified and confirmed.
4.2. The execution, delivery and effect of this Consent shall be limited
precisely as written and shall not be deemed to (i) be a consent to any waiver
of any term or condition (except for the specific consent in Section 2 above),
or to any amendment or modification of any term or condition (except as
specifically consented to in Section 2 above), of the Credit Agreement or any
other Loan Document or (ii) prejudice any right, power or remedy which the Agent
or any Lender now has or may have in the future under or in connection with the
Credit Agreement, the Notes or any other Loan Document. Each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or any
other word or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby, and each reference in any other Loan
Document to the Credit Agreement or any word or words of similar import shall be
and mean a reference to the Credit Agreement as modified hereby.
5. Counterparts. This Consent may be executed in any number of
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counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Consent by telecopier shall be
as effective as delivery of a manually executed counterpart signature page to
this Consent.
6. Costs and Expenses. As provided in Section 11.3 of the Credit Agreement,
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Borrowers shall pay the fees, costs and expenses incurred by Agent in connection
with the preparation, execution and delivery of this Consent (including, without
limitation, attorneys' fees).
7. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY AND CONSTRUED AND
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ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.
8. Headings. Section headings in this Consent are included herein for
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convenience of reference only and shall not constitute a part of this Consent
for any other purpose.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, this Consent has been duly executed as of the date
first written above.
BORROWERS:
UNITED ROAD SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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URS SOUTHWEST, INC.
URS NORTHEAST, INC.
FAST TOWING, INC.
CITY TOWING INC.
EL PASO TOWING, INC.
URS OF TENNESSEE, INC.
XXX XXXXXX ENTERPRISES INC.
URS MIDWEST, INC.
URS WEST, INC.
URS SOUTHEAST, INC.
XXXXX'X BODY SHOP INC.
AUTO SERVICE CENTER
XXXXX'S WRECKER SERVICE, INC.
ENVIRONMENTAL AUTO REMOVAL, INC.
E&R TOWING & GARAGE, INC.
BILL & WAG'S, INC.
ARRI BROTHERS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and Lender
By: /s/ Xxxxxxx X. Xxxxxx XXX
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Duly Authorized Signatory
FLEET CAPITAL CORPORATION,
as Lender
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Vice President
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LASALLE BUSINESS CREDIT, INC.,
as Lender
By: _____________________________
Name: _____________________________
Title:_____________________________
COMERICA BANK,
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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