Exhibit 10.2
June 22, 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, the "Credit Agreement") among United Road
Services, Inc. (the "Company"), various financial institutions and 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 Xxxxxx X. Xxxxxxx has resigned as
Chief Executive Officer of the Company. The Company acknowledges that, as a
result of such resignation, an Unmatured Event of Default exists under Section
12.1.11 of the Credit Agreement. Accordingly, (a) the Banks are not obligated
to make additional Loans, (b) the Issuing Bank is not obligated to issue Letters
of Credit and (c) the Banks are not obligated to continue any outstanding
Eurodollar Loans or convert any Base Rate Loans into Eurodollar Loans.
The undersigned 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 above, (x) continue to borrow Loans or
obtain Letters of Credit under the Credit Agreement, provided that the aggregate
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outstanding principal amount of all Loans plus the aggregate Stated Amount of
all Letters of Credit does not at any time exceed $49,350,000, and (y) the
Company may continue any outstanding Eurodollar Loans or convert Base Rate Loans
into Eurodollar Loans.
This letter is limited to the matters specifically set forth herein and
shall not be deemed to constitute a waiver or consent with respect to any other
matter whatsoever. The Required Banks reserve all their rights under the Credit
Agreement with respect to the existing Unmatured Event of Default, any Event of
Default which may result therefrom and any other matter.
This letter shall become effective upon receipt by the Agent of
counterparts hereof (or facsimiles thereof) executed by the Required Banks.
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Agent
By:_________________________________________
Title_______________________________________
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, 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 22nd day of June, 0000
XXXXXX XXXX SERVICES, INC.
By:__________________________
Title________________________
