Exhibit 10.5
August 13, 0000
Xxxxxx Xxxx Services, Inc.
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
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 Company has advised the Banks that (i) it has made a loan to an officer
or employee in excess of the $100,000 limitation provided in Section 10.20(g) of
the Credit Agreement, and (ii) it has made Capital Expenditures in excess of the
limitation provided in Section 10.6.4 of the Credit Agreement.
The undersigned Required Banks waive any Event of Default under the Credit
Agreement arising from the events described above, so long as (i) all loans to
any officer or employee do not exceed $150,000 in the aggregate, and (ii) the
amount of all Capital Expenditures in Fiscal Year 1999 does not exceed
$22,000,000. In addition, the Required Banks agree that, so long as (I) the
Required Banks have not revoked this waiver letter by giving written notice to
the Company of such revocation and (II) all other applicable conditions
precedent under the Credit Agreement are satisfied, the Company may,
notwithstanding the Unmatured Event of Default described in the waiver letter
dated June 22, 1999, continue to borrow Loans and obtain Letters of Credit under
the Credit Agreement, provided that the aggregate outstanding principal amount
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of all Loans plus the Stated Amount of all Letters of Credit shall not at any
time exceed $65,000,000 from the date hereof through September 30, 1999,
$60,000,000 from October 1, 1999 through December 31, 1999 and $55,000,000 from
January 1, 2000.
The Required Banks further agree that Section 12.1.11(c) of the Credit
Agreement is amended by deleting the number "60" and substituting "90" in lieu
thereof.
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 Required Banks.
BANK OF AMERICA, N.A., as Agent
By:__________________________________________
Title________________________________________
BANK OF AMERICA, N.A., as a Bank
By:__________________________________________
Title________________________________________
BANKBOSTON, N.A., as a Bank
By:__________________________________________
Title________________________________________
COMERICA BANK, as a Bank
By:__________________________________________
Title________________________________________
FLEET NATIONAL BANK, as a Bank
By:__________________________________________
Title________________________________________
THE CHASE MANHATTAN BANK, as a Bank
By:__________________________________________
Title________________________________________
Accepted and Agreed to
this ____ day of August, 0000
XXXXXX XXXX SERVICES, INC.
By:____________________________
Title__________________________
