EXHIBIT 5
Blue Truck Acquisition, LLC
c/o KPS Special Situations Fund, L.P.
000 Xxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, XX 00000
July 20, 2000
CFE, Inc.
000 Xxxxxxxxxxx Xxxxxx, Xxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx
Re: Tag Along Rights
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Ladies and Gentlemen:
In connection with the purchase by Blue Truck Acquisition, LLC ("Blue
Truck") and CFE, Inc. ("CFE") of $25,000,000 and $2,000,000, respectively, worth
of Series A Participating Convertible Preferred Stock, par value $0.001 per
share (the "Series A Preferred Stock"), to be issued by United Road Services,
Inc. (the "Company") pursuant to the certificate of powers, designations,
preferences and rights of the Series A Preferred Stock (the "Certificate of
Designations") filed by the Company with the Secretary of State of the State of
Delaware, Blue Truck is pleased to provide you with this letter confirming
certain arrangements between Blue Truck and CFE regarding "Tag Along" rights
being provided by Blue Truck to CFE as more fully described below.
Reference is made hereby to that certain Investors' Agreement, dated
as of the date hereof, by and between the Company and Blue Truck (the
"Investors' Agreement").
Blue Truck agrees that if it or any of its Permitted Transferees (as
defined in the Investors' Agreement), acting individually or in concert (the
"Selling Parties") directly or indirectly proposes to sell, transfer or
otherwise dispose of shares of the Series A Preferred Stock or the Company's
common stock received upon conversion of the Series A Preferred Stock (the
"Common Stock") (other than a sale or transfer made (i) pursuant to and in
compliance with Rule 144 promulgated under the Securities Act of 1933, as
amended, or (ii) to a Permitted Transferee pursuant to Section 3 of the
Investors' Agreement; provided, that, such Permitted Transferee shall have first
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agreed to abide by the terms of this letter with respect to all of the shares of
Series A Preferred Stock or Common Stock to be acquired by it pursuant to a
writing in form and substance reasonably acceptable to CFE) (each a "Sale"),
then the Selling Parties shall refrain from effecting such Sale unless, prior to
the consummation thereof, CFE shall have been afforded the opportunity to join
in such Sale as hereinafter provided.
Prior to the consummation of any such Sale, the Selling Parties shall
cause the Person (as defined in the Investors' Agreement) or group that proposes
to acquire such shares (the "Proposed Purchaser"), to offer in writing (the
"Purchase Offer") to CFE to purchase shares of Series A Preferred Stock or
Common Stock, as applicable, owned by CFE, such that the number of shares of
Series A Preferred Stock or Common Stock, as applicable, so offered to be
purchased from CFE shall be equal to the product obtained by multiplying the
aggregate number of shares of Series A Preferred Stock or Common Stock, as
applicable, proposed to be purchased by the Proposed Purchaser by a fraction,
the numerator of which is the Number of Convertible Equivalent Shares (as such
term is defined in the Certificate of Designations) then held by CFE and the
denominator of which is the aggregate Number of Convertible Equivalent Shares
then held by CFE and Blue Truck and its Permitted Transferees. If the Purchase
Offer is accepted by CFE, then the number of shares of Series A Preferred Stock
or Common Stock, as applicable, to be sold to the Proposed Purchaser by the
Selling Parties shall be reduced by the aggregate number of shares of Series A
Preferred Stock or Common Stock, as applicable, to be purchased by the Proposed
Purchaser from CFE pursuant hereto.
Such purchase from CFE shall be made at the highest price per share
and otherwise on the same terms and conditions as the Proposed Purchaser shall
have offered to purchase the shares of Series A Preferred Stock or Common Stock,
as applicable, to be sold by the Selling Parties. The Purchase Offer shall set
forth such price and such other terms and conditions in reasonable detail and
identify the Proposed Purchaser and any Person that controls the Proposed
Purchaser. CFE shall have 15 calendar days from the date of receipt of the
Purchase Offer in which to accept such Purchase Offer, and such acceptance shall
be binding and irrevocable. The closing of such purchase shall occur not
earlier than 15 days and not later than 30 days after such acceptance; provided,
however, that such 30 calendar day period may be extended for a reasonable time
not to exceed 90 days to the extent reasonably necessary to comply with any
filing requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of
1976, as amended, or to obtain any necessary consents.
If CFE is in agreement with the foregoing, please indicate by signing
below.
Yours very truly,
BLUE TRUCK ACQUISITION, LLC
The foregoing is agreed to as By: /s/ Xxxxxxx Xxxxxx
of the date first written above: -------------------------
Name: Xxxxxxx Xxxxxx
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Title: President
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CFE, INC
By: /s/ Xxxxxxx X. Xxxxxx XXX
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Name: Xxxxxxx X.Xxxxxx XXX
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Title: Duly Authorized Signatory
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