Exhibit 10.16
AMENDMENT ▇▇. ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ SERVICES INC., URS
SOUTHWEST, INC.URS NORTHEAST, INC., FAST TOWING, INC., CITY TOWING INC., EL PASO
TOWING, INC., URS OF TENNESSEE, INC., ▇▇▇ ▇▇▇▇▇▇ ENTERPRISES INC., URS MIDWEST,
INC., URS WEST, INC., URS SOUTHEAST, INC., ▇▇▇▇▇'▇ BODY SHOP INC., AUTO SERVICE
CENTER, GARRY'S WRECKER SERVICE, INC., ENVIRONMENTAL AUTO REMOVAL, INC., E&R
TOWING & GARAGE, INC., ▇▇▇▇ & WAG'S, INC. AND ARRI BROTHERS, INC.
This Amendment No. 1 to Credit Agreement, dated as of September 25, 2000
(this "Amendment"), is entered into by and among United Road Services, Inc., URS
Southwest, Inc., URS Northeast, Inc., Fast Towing, Inc., City Towing Inc., El
Paso Towing, Inc., URS of Tennessee, Inc., ▇▇▇ ▇▇▇▇▇▇ Enterprises Inc., URS
Midwest, Inc., URS West, Inc., URS Southeast, Inc., ▇▇▇▇▇'▇ Body Shop Inc., Auto
Service Center, Garry's Wrecker Service, Inc., Environmental Auto Removal, Inc.,
E&R Towing & Garage, Inc., ▇▇▇▇ & Wag's, Inc. and Arri Brothers, Inc.
("Borrowers"), as Borrowers; General Electric Capital Corporation, as a Lender,
and as Agent for Lenders; and the other Lenders.
RECITALS
A. Borrowers, Agent, Lenders, and Fleet Capital Corporation, as a Lender
and as Documentation Agent, are parties to that certain Credit Agreement, dated
as of July 20, 2000, (as amended, restated or otherwise modified, the "Credit
Agreement").
B. Borrowers, Agent and Lenders are desirous of amending Annex B of the
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Credit Agreement, as and to the extent set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and of the loans or other extensions of credit
heretofore, now or hereafter made to, or for the benefit of, Borrowers by
Lenders, Borrowers, Agent and Lenders hereby agree as follows:
1. Definitions. Except to the extent otherwise specified herein, capitalized
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terms used in this Amendment shall have the same meanings ascribed to them in
the Credit Agreement and Annex A thereto.
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2. Amendment.
2.1. Annex B to the Credit Agreement is hereby amended by deleting from
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paragraph (a) thereof, the words "Ten Million Dollars ($10,000,000)" and
inserting in their place the words "Fifteen Million Dollars ($15,000,000)."
3. Condition Precedent to Amendment. The amendment contemplated by Section 2
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hereof is subject to the satisfaction of the following condition precedent:
3.1. Amendment. This Amendment shall have been duly executed and delivered by
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the Borrowers, Agent and Lenders.
4. Reference to and Effect Upon the Credit Agreement and other Loan Agreements.
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4.1. Except as specifically amended in Section 2 above, the Credit Agreement,
the Notes and each other Loan Document shall remain in full force and effect and
each is hereby ratified and confirmed.
4.2. The execution, delivery and effect of this Amendment shall be limited
precisely as written and shall not be deemed to (i) be a consent to any waiver
of any term or condition, or to any amendment or modification of any term or
condition (except as specifically amended in Section 2 above), of the Credit
Agreement or any other Loan Document or (ii) prejudice any right, power or
remedy which the Agent or any Lender now has or may have in the future under or
in connection with the Credit Agreement, the Notes or any other Loan Document.
Each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or any other word or words of similar import shall mean and
be a reference to the Credit Agreement as amended hereby, and each reference in
any other Loan Document to the Credit Agreement or any word or words of similar
import shall be and mean a reference to the Credit Agreement as amended hereby.
5. Counterparts. This Amendment may be executed in any number of counterparts,
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each of which when so executed shall be deemed an original but all such
counterparts shall constitute one and the same instrument.
6. Costs and Expenses. As provided in Section 11.3 of the Credit Agreement,
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Borrowers shall pay the fees, costs and expenses incurred by Agent in connection
with the preparation, execution and delivery of this Amendment (including,
without limitation, attorneys' fees).
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
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ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.
8. Headings. Section headings in this Amendment are included herein for
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convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment No. 1 to Credit Agreement has been
duly executed as of the date first written above.
BORROWERS:
UNITED ROAD SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chief Executive Officer
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URS SOUTHWEST, INC.
URS NORTHEAST, INC.
FAST TOWING, INC.
CITY TOWING INC.
EL PASO TOWING, INC.
URS OF TENNESSEE, INC.
▇▇▇ ▇▇▇▇▇▇ ENTERPRISES INC.
URS MIDWEST, INC.
URS WEST, INC.
URS SOUTHEAST, INC.
▇▇▇▇▇'▇ BODY SHOP INC.
AUTO SERVICE CENTER
GARRY'S WRECKER SERVICE, INC.
ENVIRONMENTAL AUTO REMOVAL, INC.
E&R TOWING & GARAGE, INC.
▇▇▇▇ & WAG'S, INC.
ARRI BROTHERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and Lender
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
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Duly Authorized Signatory
FLEET CAPITAL CORPORATION,
as Documentation Agent and Lender
By: /s/ ▇▇▇▇ ▇. Staneschi
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Name: ▇▇▇▇ ▇. Staneschi
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Title: Vice President
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LASALLE BUSINESS CREDIT, INC.,
as Lender
By:
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Name:
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Title:
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COMERICA BANK,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: V.P.
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