Exhibit 4
LOCKUP AGREEMENT
This LOCKUP AGREEMENT (this "Agreement") is made as of November 19,
1998 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder") and Charter URS LLC
("Charterhouse").
WHEREAS, the Stockholder beneficially owns shares of Common Stock, par
value $.001 per share (the "Common Stock") of United Road Services, Inc. (the
"Company") and options to purchase shares of Common Stock of the Company;
WHEREAS, the Company and Charterhouse have entered into the Purchase
Agreement, dated of even date herewith (the "Purchase Agreement"), pursuant to
which the Company is issuing and selling $43,500,000 aggregate principal amount
of 8% Convertible Subordinated Debentures due 2008, of the Company (the
"Debentures") to Charterhouse at the First Closing (as defined in the Purchase
Agreement) and, subject to the approval of the stockholders of the Company, the
Company will issue and sell an additional $31,500,000 aggregate principal amount
of the Debentures at the Second Closing (as defined in the Purchase Agreement)
so that $75 million in aggregate principal amount of Debentures will be
outstanding. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Purchase Agreement.
WHEREAS, the execution and delivery of this Agreement is a condition to
the closing of the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
The Stockholder shall not transfer (voluntarily or involuntarily),
assign, pledge, hypothecate, sell, exchange or offer to transfer or sell or
otherwise dispose of, encumber, ▇▇▇▇▇ ▇ ▇▇▇▇ on, or grant any proxy or consent
(collectively "Transfer") any of the shares (including shares subject to
options) of Common Stock beneficially owned by the Stockholder on the date
hereof until the first anniversary of the First Closing (the "Initial Lockup
Term") except the Stockholder may Transfer such shares in connection with his
estate planning so long as the transferees agree in writing to be bound by the
terms of this Agreement. In each of the two years following the Initial Lockup
Term, the Stockholder may only Transfer up to 50% of the shares (including
shares subject to options) of Common Stock beneficially owned by the Stockholder
on the date hereof except the Stockholder may Transfer more than 50% of such
shares in connection with his estate planning so long as the transferees agree
in writing to be bound by the terms of this Agreement. This lockup shall
terminate on the date on which the Stockholder no longer is an employee of the
Company.
1. MISCELLANEOUS.
1.1 Amendment and Waiver.
(a) No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the parties
hereto at law, in equity or otherwise.
(b) Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by any party from the terms of any provision of
this Agreement, shall be effective (i) only if it is made or given in writing
and signed by the Stockholder and Charterhouse and (ii) only in the specific
instance and for the specific purpose for which made or given.
1.2 Specific Performance. The parties hereto intend that
Charterhouse has the right to seek damages or specific performance in the event
that the Stockholder wilfully fails to perform his obligations hereunder.
Therefore, if Charterhouse shall institute any action or proceeding to enforce
the provisions hereof, the Stockholder hereby waives any claim or defense
therein that Charterhouse has an adequate remedy at law.
1.3 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
1.4 Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
1.5 Entire Agreement. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein or therein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.
1.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
1.7 Further Assurances. Each of the parties shall execute such
instruments and take such action as may be reasonably required or desirable to
carry out the provisions hereof and the transactions contemplated hereby.
1.8 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective permitted
successors and assigns. This Agreement is not assignable by the Stockholder and
may be assigned by Charterhouse to any Permitted Transferee of the Debentures
under the Investor Agreement dated as of the date hereof between the Company and
Charterhouse. In the event of such an assignment, the term "Charterhouse" as
used in this Agreement shall be deemed to mean the assignee.
1.9 No Third Party Beneficiaries. This Agreement is not intended
to, and does not, create any rights or benefits of any Person other than the
parties hereto.
1.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
1.11 Effectiveness. Notwithstanding anything to the contrary contained
in this Agreement, this Agreement shall not become effective, and Charterhouse
shall have no rights hereunder, unless and until the First Closing has occurred.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement on the date first written above.
Charter URS LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
STOCKHOLDER
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
