AMENDMENT XX. 0 XX XXXXXX XXXXXXXXX XXXXX XXXXXX XXXX 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, GARRY'S WRECKER SERVICE, INC., ENVIRONMENTAL AUTO REMOVAL, INC.,
E&R TOWING & GARAGE, INC., XXXX & 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 Amendment No. 4 to Credit Agreement, dated as of August 14,
2002 (this "Amendment"), 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, Garry's Wrecker Service, Inc., Environmental Auto Removal,
Inc., E&R Towing & Garage, Inc., Xxxx & 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
A. Borrowers, Agent and Lenders 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 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").
B. Borrowers have notified Agent and Lenders that an Event of
Default has occurred and is continuing under the Credit Agreement as a result of
Borrowers' breach of the covenant set forth in clause (vi) of Section 6.3
(Indebtedness) with respect to unsecured Indebtedness (such Event of Default is
referred to in this Amendment as the "Existing Event of Default").
C. Borrower has requested that Agent and Lenders waive the Existing
Event of Default, and Agent and Lenders are willing to do so pursuant to the
terms and conditions set forth in this Amendment, including, without limitation,
that Borrowers are in compliance with clause (vi) of Section 6.3 (Indebtedness)
as such clause (vi) is amended in Section 3.1 of this Amendment.
D. Borrower, Agent and Lenders are desirous of amending the Credit
Agreement as and to the extent set forth herein and pursuant to the terms and
conditions set forth in this Amendment.
E. This Amendment shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment.
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 Lenders, Borrowers, Agent and Lenders hereby agree as follows:
1. Definitions. Except to the extent otherwise specified
herein, capitalized terms used in this Amendment shall have the same meanings
ascribed to them in the Credit Agreement and Annex A thereto.
2. Waiver.
2.1. Existing Event of Default. Agent and Lenders hereby
waive the Existing Event of Default; provided, however, that Borrowers shall be
in compliance with the terms of clause (vi) of Section 6.3 (Indebtedness) of the
Credit Agreement as clause (vi) is amended by the provisions of Section 3.1 of
this Amendment. The foregoing waiver is only applicable and shall only be
effective in the specific instance and for the specific purpose for which made.
Such waiver is expressly limited to the facts and circumstances referred to
herein and shall not operate (a) as a waiver of or consent to non-compliance
with any other provision of the Credit Agreement or any other Loan Document, (b)
as a waiver of any other right, power or remedy of Agent or Lenders under the
Credit Agreement or any other Loan Document or (c) as a waiver of or consent to
any other Default or Event of Default under the Credit Agreement or any other
Loan Document.
3. Amendment. The Credit Agreement is hereby amended as
follows:
3.1. Indebtedness. Clause (vi) of Section 6.3 (a) of the
Credit Agreement is hereby amended by deleting the amount "$2,500,000" contained
therein and replacing it with the amount "$3,500,000."
4. Conditions Precedent to Effectiveness. The effectiveness
of the waivers set forth in Section 2 and the amendment set forth in Section 3
hereof are in each instance subject to the satisfaction of each of the following
conditions precedent:
4.1. Amendment. This Amendment shall have been duly executed
and delivered by the Borrowers, Agent and Lenders.
4.2. No Default. No Default or Event of Default (other than
the Existing Event of Default) shall have occurred and be continuing or would
result from the effectiveness of this Amendment.
4.3. Miscellaneous. Agent and Lenders shall have received
such other agreements, instruments and documents as Agent or Lenders may
reasonably request.
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5. Reference to and Effect Upon the Credit Agreement and
other Loan Agreements.
5.1. Except for as specifically amended in Section 3 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.
5.2. The execution, delivery and effect of this Amendment
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 waiver
in Section 2 above), or to any amendment or modification of any term or
condition (except as specifically amended in Section 3 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 amended hereby.
6. Counterparts. This Amendment may be executed in any
number of 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 Amendment by
telecopier shall be as effective as delivery of a manually executed counterpart
signature page to this Amendment.
7. Costs and Expenses. As provided in Section 11.3 of the
Credit Agreement, Borrowers shall pay the fees, costs and expenses incurred by
Agent in connection with the preparation, execution and delivery of this
Amendment (including, without limitation, attorneys' fees).
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK.
9. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment No. 3 to Credit Agreement has
been duly executed as of the date first written above.
BORROWERS:
UNITED ROAD SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
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
GARRY'S WRECKER SERVICE, INC.
ENVIRONMENTAL AUTO REMOVAL, INC.
E&R TOWING & GARAGE, INC.
XXXX & WAG'S, INC.
ARRI BROTHERS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and Lender
By: /s/ Xxxxxx Xxxx
-------------------------------
Duly Authorized Signatory
FLEET CAPITAL CORPORATION,
as Lender
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
LASALLE BUSINESS CREDIT, INC.,
as Lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
