July 15, 1998
United Road Services, Inc.
8 Automation Lane
Albany, New York 12205
Attention: Ed Sheehan
Re: Second Amendment to Credit Agreement
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Ladies/Gentlemen:
Please refer to the Credit Agreement dated as of May 8, 1998 (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 that the definition
of "Borrowing Base" in the Credit Agreement shall be amended in its entirety
to read as set forth below:
"Borrowing Base means the sum of (a) 85% of Eligible Receivables;
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plus (b) 60% of Eligible Inventory, provided that the amount
determined
pursuant to this clause (b) shall not exceed $5,000,000; plus (c)
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75% of the Equipment Value of all Eligible Equipment; plus (d) the
of (i) the Overadvance Amount or (ii) the sum of clauses
(a), (b) and (c). For purposes of the foregoing, the "Overadvance
Amount" shall be (i) $25,000,000 during the period from the date
hereof to September 30, 1998, (ii) $20,000,000 during the period
from September 30, 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 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."
The Company, the Agent and the Required Banks agree that the Company,
at its option, may deliver a new borrowing base certificate at any time with
respect to Eligible Inventory, the Equipment Value of Eligible Equipment and
Eligible Receivables but only with respect to Eligible Receivables acquired
by the Company or any Subsidiary as a result of an acquisition permitted by
Section 10.10 of the Credit Agreement after a month-end for which a
borrowing base certificate has previously been delivered. The Agent may, in
its discretion, similarly request a new borrowing base certificate at any
time.
The Company agrees to pay to the Agent for the account of the Banks,
pro rata according to their Percentages, an amendment fee of 0.15% of the
Commitment Amount on the effective date of this amendment.
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.
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:
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Title:
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BANK OF AMERICA NATIONAL TRUST AND SAVING
ASSOCIATION, as Issuing Bank and as a
Bank
By:
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Title:
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BANKBOSTON, N.A., as a Bank
By:
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Title:
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COMERICA BANK, as a Bank
By:
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Title:
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FLEET NATIONAL BANK, as a Bank
By:
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Title:
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ACCEPTED AND AGREED
as of July 15, 1998 UNITED ROAD SERVICES, INC.
By:
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Title:
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