Exhibit 10.11
April 27, 2000
United Road Services, Inc.
17 Computer Drive West
Albany, New York 12205
re: Waiver Letter
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 through May 31, 2000 the Company's non-
compliance with Sections 10.6.1, 10.6.3 and 10.6.5 of the Credit Agreement. In
consideration of the foregoing waiver, the Company (i) acknowledges that upon
the expiration of such waiver (unless a new waiver or an amendment has been
agreed to by the Required Banks) an immediate Event of Default shall exist under
the Credit Agreement and (ii) agrees that, unless the Required Banks otherwise
consent, the aggregate outstanding principal amount of all Loans plus the Stated
Amount of all Letters of Credit shall not at any time exceed $55,000,000.
The Required Banks hereby permanently waive the Company's non-compliance
with Section 10.6.7 of the Credit Agreement or any period prior to January 31,
2000.
The Required Banks hereby agree that for the purposes of calculating EBITDA
for the month ending March 31, 1999, an amount equal to the lesser of (i) the
loss incurred by the Company on the sale of the capital stock of Northshore
Towing, Inc., North Shore Recycling, Inc. and Evanston Reliable Maintenance,
Inc. or (ii) $212,000 shall be added back to EBITDA (to the extent deducted in
determining EBITDA for such month).
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 Company and the
Required Banks.
BANK OF AMERICA, N.A., as Agent
By: /s/ Kristine D. Hyde
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Title: Assistant Vice President
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BANK OF AMERICA, N.A., as a Bank
By: /s/ Paul R. Frey
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Title: Senior Vice President
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COMERICA BANK, as a Bank
By: /s/ Preeti Sarnaik
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Title: Account Officer
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FLEET NATIONAL BANK, as a Bank
By: /s/ Lindsay W. McSweeney
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Title: Director
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THE CHASE MANHATTAN BANK, as a Bank
By:
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Title:
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Acknowledged and Agreed
as of the date first written above:
UNITED ROAD SERVICES, INC.
By: /s/ Gerald R. Riordan
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Title: Chief Executive Officer
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