EXHIBIT 10.45
April 12, 2000
United Road Services, Inc.
17 Computer Drive West
Albany, New York 12205
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 Required Banks hereby waive (i) the Company's failure to deliver the
financial statements required by Section 10.1.1 of the Credit Agreement within
90 days after the close of the Fiscal Year ended December 31, 1999 so long as
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such financial statements are delivered on or before April 17, 2000; and (ii)
the Company's non-compliance with Section 10.6.7 for the month ending December
31, 1999.
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: /s/ Christine D. Hyde
Title Assistant Vice President
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BANK OF AMERICA, N.A., as a Bank
By: /s/ Jennifer Gerdes
Title Vice President
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COMERICA BANK, as a Bank
By: /s/ Alan S. Carlyle
Title Account Representative
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FLEET NATIONAL BANK, as a Bank
By: /s/ Lindsay W. McSweeney
Title Director
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THE CHASE MANHATTAN BANK, as a Bank
By: /s/ Thomas Chera
Title Vice President
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