Exhibit 10.20
September 30, 0000
Xxxxxx Xxxx Services, Inc.
0 Xxxxxxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Attention: Xx Xxxxxxx
Re: Third Amendment to Credit Agreement
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Ladies/Gentlemen:
Please refer to the Credit Agreement dated as of May 8, 1998 (as previously
amended, the "Credit Agreement") among United Road Services, Inc., various
financial institutions and Bank of America National Trust and Savings
Association, as Agent. All terms used but not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement.
The Company, the Agent and the Required Banks agree as follows:
(a) The definitions of "Borrowing Base" and "Funded Debt" in the Credit
Agreement shall be amended in their entirety to read as set forth below,
respectively:
"Borrowing Base means the sum of (a) 85% of Eligible Receivables; plus
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(b) 60% of Eligible Inventory, provided that the amount determined
pursuant to this clause (b) shall not exceed $5,000,000; plus (c) 75%
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of the Equipment Value of all Eligible Equipment; plus (d) the lesser
of (i) the Overadvance Amount or (ii) the sum of clauses (a), (b) and
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(c). For purposes of the foregoing, the "Overadvance Amount" shall be
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(i) $25,000,000 during the period from the date hereof to November 15,
1998, (ii) $20,000,000 during the period from November 15, 1998 to
December 31, 1998, (iii) $15,000,000 during the period from December
31, 1998 to March 31, 1999, and (iv) $10,000,000, from March 31, 1999
and thereafter; provided that as of the date on which the net proceeds
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received by the Company after June 30, 1998 from the issuance of
equity equals or exceeds $100,000,000, the Overadvance Amount shall
not decrease according to the schedule set forth above but shall
remain constant at the Overadvance Amount as of such date."
"Funded Debt means all Debt of the Company and its Subsidiaries,
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excluding (i) contingent obligations in respect of undrawn letters of
credit (other than letters of credit suporting Debt of a Person other
than the Company or any Subsidiary), (ii) all Suretyship Liabilities
in respect of guarantees of lease obligations described in Section
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10.7(i) and any other Suretyship Liabilities except to the extent in
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respect of Debt of a Person which is not the Company or a Subsidiary,
(iii) Hedging Obligations and (iv) Debt of the Company to Subsidiaries
and Debt of Subsidiaries to the Company or to other Subsidiaries."
(b) Section 10.7 of the Credit Agreement shall be amended by (i) deleting
the word "and" after clause (g); (ii) deleting the period at the end of clause
(h) and substituting a semi-colon followed by the word "and" therefor; and (iii)
inserting the following new clause (i) at the end thereof:
"(i) guarantees of lease obligations of independent carriers in
connection with leases of equipment by such carriers, provided that
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(x) each independent carrier agrees to subcontract the applicable
equipment to the Company or a Subsidiary for the balance of the
applicable lease term and (y) the aggregate principal amount so
guaranteed by the Company and its Subsidiaries (without duplication)
shall not at any time exceed $5,000,000."
This letter is limited to the matters specifically set forth herein and
shall not be deemed to constitute an amendment, waiver or consent with respect
to any other matter whatsoever. Except as specifically set forth herein, the
Credit Agreement shall remain in full force and effect and is hereby ratified in
all respects.
This letter may be executed in counterparts and by the parties hereto on
separate counterparts. This letter shall become effective upon receipt by the
Agent of counterparts hereof (or facsimiles thereof) executed by the Company and
the Required Banks.
This letter shall be governed by the laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State.
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Please acknowledge your agreement to the foregoing by signing and returning
a counterpart hereof to the Agent.
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Agent
By: /s/ Xxx Xxxxxxx
_____________________________
Title: Assistant Vice President
__________________________
BANK OF AMERICA NATIONAL TRUST AND SAVING
ASSOCIATION, as Issuing Bank and as a Bank
By: /s/
_____________________________
Title:
__________________________
BANKBOSTON, N.A., as a Bank
By: /s/ Xxxxxx X. Xxxxxxxx
_____________________________
Title: Vice President
__________________________
COMERICA BANK, as a Bank
By: /s/
_____________________________
Title: Vice President
__________________________
FLEET NATIONAL BANK, as a Bank
By: /s/
_____________________________
Title: Vice President
__________________________
ACCEPTED AND AGREED
as of September 30, 0000 XXXXXX XXXX SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
_____________________________
Title: CEO/Chairman
__________________________
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