Exhibit 10.8
March 29, 0000
Xxxxxx Xxxx Services, Inc.
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
re: Fourth Amendment and Waiver
Ladies/Gentlemen:
Please refer to the Amended and Restated Credit Agreement dated as of
November 2, 1998 (as amended or supplemented, the "Credit Agreement") among
United Road Services, Inc. (the "Company"), various financial institutions and
Bank of America, N.A. (f/k/a Bank of America National Trust and Savings
Association), as Agent. Capitalized terms used but not otherwise defined herein
have the meanings assigned thereto in the Credit Agreement.
The Required Banks hereby waive through April 28, 2000 the Company's non-
compliance with Sections 10.6.1, 10.6.3 and 10.6.5 of the Credit Agreement.
The Company and the Required Banks hereby agree to amend Section 12.1.11 by
deleting the words "common stock" in clause (a) and inserting "any class of
stock" therefor. In consideration of the foregoing waiver, the Company (i)
acknowledges that upon the expiration of such waiver (unless a new waiver or an
amendment has been agreed to by the Required Banks) an immediate Event of
Default shall exist under the Credit Agreement and (ii) agrees that, unless the
Required Banks otherwise consent, the aggregate outstanding principal amount of
all Loans plus the Stated Amount of all Letters of Credit shall not at any time
exceed $55,000,000.
This letter is limited to the matters specifically set forth herein and
shall not be deemed to constitute a waiver, consent or amendment with respect to
any other matter whatsoever.
This letter shall become effective upon receipt by the Agent of
counterparts hereof (or facsimiles thereof) executed by the Company and the
Required Banks.
UNITED ROAD SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Chief Executive Officer
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BANK OF AMERICA, N.A., as Agent
By: /s/ Xxxxxxxx X. Xxxx
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Title: Assistant Vice President
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BANK OF AMERICA, N.A., as a Bank
By: /s/ Xxxx X. Xxxx
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Title: Senior Vice President
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FLEET NATIONAL BANK, as a Bank
By: /s/ Xxxxxxx X. XxXxxxxxx
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Title: Director
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COMERICA BANK, as a Bank
By: /s/ Xxxxxx Xxxxxxx
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Title: Account Officer
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