EXHIBIT 4.2
[LETTERHEAD]
July 24, 1997
(415) 765-2614
Ms. Delight Saxton
Chief Financial Officer and
Vice President of Administration
McGrath RentCorp
2500 Grant Avenue
San Lorenzo, CA 94580
Re: Credit available (at Bank's discretion) pursuant to that certain
$5,000,000.00 Optional Advance Facility Letter ("Facility Letter") from Union
Bank of California, N.A., formerly The Bank of California, N.A. ("Bank") to
McGrath RentCorp, a California corporation ("Borrower") dated October 16,
1996, as extended by an extension letter dated June 27, 1997, and further
evidenced by that certain Optional Advance Note dated October 16, 1996,
executed by Borrower to the order of Bank, as extended by an extension letter
dated June 27, 1997 ("Optional Advance Note").
Dear Ms. Saxton:
Pursuant to the Facility Letter the Bank expressed its general willingness to
extend credit to the Borrower. Capitalized terms used herein shall have the
meanings given them in the Facility Letter and Optional Advance Note.
Bank and Borrower mutually desire to amend the Facility Letter and the
Optional Advance Note in certain respects, and hereby agree as follows:
The date "June 30, 1997" which appears in the first unnumbered paragraph
of the Facility Letter, in the first unnumbered paragraph of the
Optional Advance Note, and in paragraph 2.b. of the Optional Advance
Note (as extended by the extension letter described above) is hereby
amended to "June 30, 1998".
The second sentence of the first unnumbered paragraph of the Facility
Letter is hereby amended to read as follows: "The term 'Agreement' as
used herein shall mean the Credit Agreement dated as of July 10, 1997,
between Borrower, Bank, Bank of America, National Trust & Savings
Association, and Fleet Bank, N.A., and shall include any amendments
thereto as are agreed to by Bank as set forth below."
The following phrase in the first sentence of section (iii) of the
Facility Letter: "under Articles 6, 7, and 8 of the Agreement is
hereby deleted and replaced with the following: under Articles 6, 7, 8
and 11 of the Agreement (and including any definitions and related
provisions) of the Agreement."
Ms. Delight Saxton
7/24/97
Page 2
The second and third sentences of section (iii) of the Facility Letter
are deleted and replaced with the following: "Delivery to Bank of the
financial statements and other documents pursuant to Section 7.3 of the
Agreement shall be deemed delivery thereof to Bank for the purposes of
this Facility."
Section (b) of the first sentence of paragraph 5 of the Optional Advance
Note is amended to read as follows: "(b) the occurrence of an Event of
Default as defined in the Agreement, or."
The following sentence is added at the end of paragraph 6 of the
Optional Advance Note: "The capitalized terms used but not defined in
this note shall have the meanings given them in such facility letter."
The following sentence is deleted from paragraph 6 of the Optional
Advance Note: "This note incorporates any alternative dispute resolution
agreement previously, concurrently or hereafter executed between Debtor
and Bank". The following is added as a new final paragraph to the
Facility Letter:
BORROWER AND BANK HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS FACILITY
LETTER, THE NOTE OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT
OR TORT OR OTHERWISE; AND ANY SUCH CLAIM, DEMAND ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. BORROWER OR
BANK MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS PARAGRAPH
WITH ANY COURT AS WRITTEN EVIDENCE OF THIS CONSENT OF BORROWER AND
BANK TO WAIVE THEIR RIGHT TO TRIAL BY JURY.
Except as specifically provided herein, all terms and conditions of the
Facility Letter and Optional Advance Note remain in full force and effect,
without waiver or modification. Borrower hereby confirms all terms and
conditions contained in the Facility Letter. Further, Borrower certifies
that, as of the date of this letter, there exists neither (i) any material
adverse change to Borrower, its business, the property, or to any guarantor,
nor (ii) any material misrepresentation or omission in any of the information
or materials submitted by Borrower to Bank in connection with the Facility,
nor (iii) any condition, act or event which with the giving of notice or the
passage of time or both would constitute a material adverse change,
misrepresentation or omission.
BORROWER ACKNOWLEDGES THAT THE FACILITY IS NOT A COMMITTED FACILITY. IN ITS
SOLE DISCRETION, FOR ANY REASON OR FOR NO REASON AND WITH OR WITHOUT NOTICE,
BANK MAY DECLINE TO MAKE ANY OR ALL REQUESTED
Ms. Delight Saxton
7/24/97
Page 3
ADVANCES UNDER THE FACILITY, MAY DECLINE TO CONTINUE OR FURTHER RENEW THE
FACILITY, AND MAY TERMINATE THE FACILITY AT ANY TIME.
Please indicate acceptance of the terms of this letter amendment by executing
the enclosed copy and returning it to me no later than the Bank's close of
business on July 25, 1997, at which time, unless the executed copy is
received, the amendments contained herein shall expire.
Yours truly,
Union Bank of California, N.A.
By: /s/ Robert John Vernagallo
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Robert John Vernagallo,
Vice President
ACCEPTED AND AGREED:
MCGRATH RENTCORP, a
California corporation
By: /s/ Delight Saxton
---------------------------------
Title: Vice President of Admin
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By: /s/ Thomas J. Sauer
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Title: Vice President
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Date: July 29 , 1997
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