-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CoOluj9mwwOr0PnhYjVfwv8vrmD5amK2UglJ8u5B7e1A8TP+vDXon1TcjkruMLEM VxJI0zj8H4mBmAe4yy6hlw== /in/edgar/work/20000728/0000950130-00-004106/0000950130-00-004106.txt : 20000921 0000950130-00-004106.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950130-00-004106 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20000728 GROUP MEMBERS: CFE, INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC GROUP MEMBERS: GENERAL ELECTRIC CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ROAD SERVICES INC CENTRAL INDEX KEY: 0001056562 STANDARD INDUSTRIAL CLASSIFICATION: [7500 ] IRS NUMBER: 943278455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54049 FILM NUMBER: 681579 BUSINESS ADDRESS: STREET 1: 17 COMPUTER DRIVE WEST CITY: ALBANY STATE: NY ZIP: 12205 BUSINESS PHONE: 5184460140 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: [3600 ] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: - CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: - CITY: FAIRFIELD STATE: CT ZIP: 06431 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 ____________________ UNITED ROAD SERVICES, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 911384105 (CUSIP Number) Jill A.G. Zellmer CFE, Inc. 201 High Ridge Road Stamford, Connecticut 06927 (203) 316-7500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 20, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that ------------ section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). This document consists of [ ] pages -2- SCHEDULE 13D CUSIP No. 911384105 ----------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CFE, INC., a Delaware corporation I.R.S. #06-1471032 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4. WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. Delaware, USA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. NUMBER OF 490,458.60 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8. 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9. REPORTING 490,458.60 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10. 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. 490,458.60 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. Approximately 19% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. CO - ------------------------------------------------------------------------------ SCHEDULE 13D CUSIP No. 911384105 ----------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation I.R.S.#13-1500700 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4. NOT APPLICABLE - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. New York, USA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. NUMBER OF DISCLAIMED (SEE 11 BELOW) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8. OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9. REPORTING DISCLAIMED (SEE 11 BELOW) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY GENERAL ELECTRIC CAPITAL CORPORATION - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. NOT APPLICABLE (SEE 11 ABOVE) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14. CO - ------------------------------------------------------------------------------ SCHEDULE 13D CUSIP No. 911384105 ----------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS GENERAL ELECTRIC CAPITAL SERVICES, INC. a Delaware corporation I.R.S.#06-11095031 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4. NOT APPLICABLE - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. Delaware, USA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. NUMBER OF DISCLAIMED (SEE 11 BELOW) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8. OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9. REPORTING DISCLAIMED (SEE 11 BELOW) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY GENERAL ELECTRIC CAPITAL SERVICES, INC. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. NOT APPLICABLE (SEE 11 ABOVE) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14. CO - ------------------------------------------------------------------------------ SCHEDULE 13D CUSIP No. 911384105 ----------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS GENERAL ELECTRIC COMPANY a New York corporation I.R.S.#14-0089340 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4. NOT APPLICABLE - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. New York, USA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. NUMBER OF DISCLAIMED (SEE 11 BELOW) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8. OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9. REPORTING DISCLAIMED (SEE 11 BELOW) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY GENERAL ELECTRIC COMPANY - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. NOT APPLICABLE (SEE 11 ABOVE) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14. CO - ------------------------------------------------------------------------------ Item 1. Security and Issuer. This Statement on Schedule 13D (the "Statement") relates to shares of Common Stock, par value $0.01 per share ("Common Stock"), of United Road Services, Inc., a Delaware corporation (the "Company"). The shares of Common Stock are issuable upon exercise of shares of Preferred Stock, par value $0.001 per share ("Preferred Stock"), of the Company. The principal executive offices of the Company are located at 17 Computer Drive West, Albany, New York 12205. Item 2. Identity and Background. (a) This Statement is being filed by the following persons: (i) CFE, Inc., a Delaware corporation ("CFE"); (ii) General Electric Capital Corporation, a New York corporation ("GE Capital"); (iii) General Electric Capital Services, Inc., a Delaware corporation ("GECS"); and (iv) General Electric Company, a New York corporation ("GE"). The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Statement except for the securities stated herein to be beneficially owned by such Reporting Person. (b) and (c) CFE is a wholly-owned subsidiary of GE Capital which is a wholly-owned subsidiary of GECS which, in turn, is a wholly-owned subsidiary of GE. CFE is a Delaware corporation. CFE engages in financing services that include making equity investments in connection with lending transactions of GE Capital. CFE maintains its principal executive offices at 201 High Ridge Road, Stamford, Connecticut 06927. GE Capital is a New York corporation. GE Capital, together with its subsidiaries, engages in financing services that include lending, equipment management services and annuities. GE Capital maintains its principal executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. The business of GECS consists of the ownership of two principal subsidiaries which, together with their affiliates, constitutes GE's principal financial services businesses. GE is a New York corporation with its principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. For information with respect to the identity and background of each executive officer and director of the Reporting Persons, see Schedules I, II, III, and IV attached hereto. The information required herein with respect to the respective executive officers and directors of the Reporting Persons is to the best knowledge of the Reporting Persons. If subsequent to the date of this filing additional information is received with respect to such individuals which would cause a material change in the information contained herein, an amendment to this Statement will be filed that will set forth such change in information. (d) and (e). During the last five years none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) All of the executive officers and directors of the Reporting Persons are U.S. citizens, except that (i) Paolo Fresco, a director of GE, is an Italian citizen, (ii) Claudio X. Gonzalez, a director of GE, is a citizen of Mexico and (iii) Andrea Jung, a director of GE, is a citizen of Canada. Item 3. Source and Amount of Funds or Other Consideration. On July 20, 2000, CFE entered into a Stock Purchase Agreement dated as of July 20, 2000 (the "Stock Purchase Agreement") with the Company pursuant to which CFE acquired 49,045.86 shares of Preferred Stock for a purchase price of $40.778 per share. Cash payment for the shares of Preferred Stock was made on July 21, 2000 out of the working capital of CFE. Each share of Preferred Stock acquired by CFE is convertible into shares of Common Stock as provided in the Certificate of Powers, Designations, Preferences and Rights of The Series A Participating Convertible Preferred Stock, Par Value, $0.001 per share, of the Company (the "Certificate of Powers, Designations, Preferences and Rights") which is part of the Company's Certificate of Incorporation filed with the Secretary of State of the State of Delaware. Each share of Preferred Stock is presently convertible into 10 shares of Common Stock, subject to adjustment as provided in the Certificate of Powers, Designations, Preferences and Rights. Item 4. Purpose of Transaction. CFE purchased the 49,045.86 shares of Preferred Stock from the Company in connection with two Preferred Stock transactions described in proxy materials mailed by the Company to its Stockholders on or about June 13, 2000 (the "Company's Proxy Statement") in connection with a Special Meeting of Stockholders of the Company held on July 20, 2000 to consider and act on, among other items, the two Preferred Stock transactions. At the Special Meeting of Stockholders the two Preferred Stock transactions, including CFE's purchase of the 49,045.86 shares of Preferred Stock pursuant to the terms of the Stock Purchase Agreement, were approved by the Company's stockholders. The other Preferred Stock transaction described in the Company's Proxy Statement was the purchase by Blue Truck Acquisition, LLC, a Delaware limited liability company ("Blue Truck"), and an affiliate of KPS Special Situations Fund, L.P., a Delaware limited partnership ("KPS Special Situations Fund"), of 613,073.27 shares of Preferred Stock. CFE holds the shares of Preferred Stock as an investment. CFE intends to review its investment in the Company on a regular basis and as a result thereof may, at any time or from time to time, convert all or a portion of the Preferred Stock into Common Stock or dispose of all or a portion of the Preferred Stock owned by it, or the Common Stock issuable upon conversion of such Preferred Stock. Any such acquisition or disposition would be made in compliance with all applicable laws and regulations. CFE has no current intention of disposing of any of the securities. Except as set forth or incorporated by reference in this Statement, none of the Reporting Persons has any current plans or proposals which relate to or would result in the types of transactions set forth in subparagraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Company. (a) As a result of its ownership of the Preferred Stock, CFE is the beneficial owner of 490,458.60 shares of Common Stock representing approximately 19% of the outstanding shares of Common Stock. Such 490,458.60 shares of Common Stock are issuable upon conversion of all of the 49,045.86 shares of Preferred Stock owned by CFE. GECS, GE Capital, and GE disclaim beneficial ownership in any shares of Preferred Stock or Common Stock. Except as disclosed in this Item 5(a) or elsewhere in this Statement, none of the Reporting Persons, nor, to the best of their knowledge, any of their executive officers and directors, beneficially own any securities of the Company or has a right to acquire any securities of the Company. (b) CFE has the sole power to vote or direct the voting and to dispose or direct the disposition of the shares of Preferred Stock held by CFE and the shares of Common Stock issuable upon conversion thereof. Except as described in this Item 5(b) or elsewhere in this Statement, none of the Reporting Persons, nor, to the best of their knowledge, any of their executive officers or directors presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the securities which they may be deemed to beneficially own. (c) Except as disclosed elsewhere in this Statement, none of the Reporting Persons, nor, to the best of their knowledge, any of their executive officers or directors, has effected any transaction in securities of the Company during the past 60 days. (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held by CFE except for CFE. (e) Not applicable. Neither the filing of the Statement or any amendment thereto, nor anything contained therein or herein is intended as, or should be construed as, an admission that any Reporting Person is the "beneficial owner" of any shares of Preferred Stock or Common Stock which any other Reporting Person is deemed to beneficially own. Item 6. Contracts, Arrangements, Understandings With Respect to Securities of the Company. Pursuant to the terms of the Certificate of Powers, Designations, Preferences and Rights, CFE has the right, exercisable at any time, to convert each share of Preferred Stock into 10 shares of Common Stock, subject to adjustment in certain circumstances as set forth in the Certificate of Powers, Designations, Preferences and Rights. CFE has entered into a Registration Rights Agreement, dated July 20, 2000 (the "Registration Rights Agreement"), with the Company and Blue Truck. The Registration Rights Agreement provides CFE with the right to request on one occasion that the Company file a registration statement under and in accordance with the provisions of the Securities Act of 1933, as amended, covering shares of Common Stock issued to CFE upon conversion of its Preferred Stock. In addition, if under certain circumstances, the Company files a registration statement covering shares of Common Stock (including shares of Common Stock issued to Blue Truck upon conversion of shares of Preferred Stock acquired by Blue Truck in the second Preferred Stock transaction described in the Company's Proxy Statement), CFE will be entitled to notice of such registration and, subject to the terms of the Registration Rights Agreement, may include in the offering shares of Common Stock issued to CFE upon conversion of its Preferred Stock. Pursuant to the terms of a letter, dated July 20, 2000 (the "Letter Agreement"), between CFE and Blue Truck, Blue Truck has provided CFE with the right to elect to sell its Preferred Stock, or Common Stock issuable upon conversion of such Preferred Stock, if Blue Truck determines to sell its Preferred Stock, or Common Stock issuable upon conversion of its Preferred Stock, in the same transaction and on the same terms as Blue Truck. The Letter Agreement contains certain specific enumerated exceptions to the right of CFE to elect to "tag along" in dispositions made by Blue Truck. GE Capital is a limited partner in KPS Special Situations Fund. Blue Truck is an affiliate of KPS Special Situations Fund. Except as set forth or incorporated by reference in this Statement, none of the Reporting Persons nor, to the best of their knowledge, any of their executive officers or directors, has any contracts, arrangements, understandings or relationship (legal or otherwise) with any person with respect to any securities of the Company. Item 7. MATERIAL TO BE FILED AS EXHIBITS The following are filed as Exhibits to this Schedule 13D: Exhibit 1: Stock Purchase Agreement dated as of July 20, 2000 between the Company and CFE Exhibit 2: Certificate of Powers, Designations, Preferences and Rights of the Series A Participating Convertible Preferred Stock, Par Value, $0.001 Per Share, of the Company Exhibit 3: Certificate of Correction of Certificate of Powers, Designations, Preferences and Rights of the Series A Participating Convertible Preferred Stock, Par Value, $0.001 Per Share, of the Company Exhibit 4: Registration Rights Agreement dated as of July 20, 2000 by and among the Company, CFE and Blue Truck Exhibit 5: Letter dated July 20, 2000 by and between CFE and Blue Truck Exhibit 6: Joint Filing Agreement by and among GE, GECS, GE Capital and CFE dated the date hereof Exhibit 7: Power of Attorney Executed by General Electric Company Exhibit 8: Power of Attorney Executed by General Electric Capital Services, Inc. Schedule I. Directors and Executive Officers of CFE Schedule II. Directors and Executive Officers of GE Capital Schedule III. Directors and Executive Officers of GECS Schedule IV. Directors and Executive Officers of GE SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. July 28, 2000 CFE, INC., a Delaware corporation /s/ Robert O. O'Reilly By:______________________________________ Name: Robert O. O'Reilly, Sr. Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation /s/ Robert O. O'Reilly By:______________________________________ Name: Robert O. O'Reilly, Sr. Title: Attorney-in-fact GENERAL ELECTRIC CAPITAL SERVICES, INC., a Delaware corporation /s/ Robert O. O'Reilly By:_____________________________________ Name: Robert O. O'Reilly, Sr. Title: Attorney-in-fact GENERAL ELECTRIC COMPANY, a New York corporation /s/ Robert O. O'Reilly By:_____________________________________ Name: Robert O. O'Reilly, Sr. Title: Attorney-in-fact EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 1 Stock Purchase Agreement dated as of July 20, 2000 between the Company and CFE 2 Certificate of Powers, Designations, Preferences and Rights of the Series A Participating Convertible Preferred Stock, Par Value, $0.001 Per Share, of the Company 3 Certificate of Correction of Certificate of Powers, Designations, Preferences and Rights of the Series A Participating Convertible Preferred Stock, Par Value, $0.001 Per Share, of the Company 4 Registration Rights Agreement dated as of July 20, 2000 by and among the Company, CFE and Blue Truck 5 Letter dated July 20, 2000 by and between CFE and Blue Truck 6 Joint Filing Agreement by and among GE, GECS, GE Capital and CFE dated the date hereof 7 Power of Attorney Executed by General Electric Company 8 Power of Attorney Executed by General Electric Capital Services, Inc. EX-99.1 2 0002.txt STOCK PURCHASE AGREEMENT EXHIBIT 1 - -------------------------------------------------------------------------------- UNITED ROAD SERVICES, INC. Shares of Series A Participating Convertible Preferred Stock STOCK PURCHASE AGREEMENT Dated as of July 20, 2000 - -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT AGREEMENT made as of this 20th day of July, 2000 (the "Agreement"), by and among United Road Services, Inc., a Delaware corporation (the "Company") and CFE, Inc., a Delaware corporation (the "Investor"). W I T N E S S E T H: WHEREAS, the Company previously entered into a Stock Purchase Agreement (as amended, the "KPS Agreement"), dated as of April 14, 2000, by and among the Company and Blue Truck Acquisition, LLC ("Blue Truck"), an affiliate of KPS Special Situations Fund, L.P. ("KPS"), pursuant to which the Company agreed to issue and sell to Blue Truck, and Blue Truck agreed to purchase from the Company, $25,000,000 worth of the authorized but unissued shares of the Company's Series A Participating Convertible Preferred Stock, par value $.001 per share (the "Series A Preferred Stock"), upon the terms and subject to the conditions set forth therein; WHEREAS, the Company wishes to sell to the Investor, and the Investor wishes to purchase from the Company, $2,000,000 worth of the Series A Preferred Stock, upon the terms and subject to the conditions set forth herein; WHEREAS, in connection with this Agreement and the transactions contemplated hereby, the parties hereto, together with Blue Truck and certain other Persons, shall enter into other agreements ancillary hereto, including, without limitation, a Registration Rights Agreement (the "Registration Rights Agreement" and together with the other documents and agreements ancillary hereto relating to the Investor's Series A Preferred Stock, the "Ancillary Agreements"); and WHEREAS, simultaneously with the execution of the KPS Agreement the Company and Charter URS LLC ("Charterhouse") entered into an amended and restated purchase agreement, dated April 14, 2000 (as amended, the "Amended Charterhouse Purchase Agreement") pursuant to which such parties agreed, among other things, to amend the terms of the Company's 8% Convertible Subordinated Debentures due 2008 (the "Charterhouse Debentures"). NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Investor and the Company hereby agree as follows: SECTION 1 TERMS OF PURCHASE AND ISSUANCE 1.1 Description of Series A Participating Convertible Preferred ----------------------------------------------------------- Stock. The Company has authorized the issuance and sale to the Investor of its - ----- Series A Preferred Stock for a per share purchase price (the "Per Share Purchase Price") in the amount per share equal to the lesser of (A) $20.00 and (B) an amount equal to the Thirty Day Average Share Price on the Closing Date; provided, that if the Thirty Day Average Share Price is (A) greater than or equal to $8.40 per share but less than or equal to $10.00 per share then the Per Share Purchase Price shall be $10.00 times ten, or (B) less than $8.40 per share then the Per Share Purchase Price shall be 120% of the product of ten times the Thirty Day Average Share Price. 1.2 Sale and Purchase. At the Closing (as defined in Section 1.3 ----------------- hereof) and subject to the terms and conditions herein set forth, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the amount of shares of Series A Preferred Stock obtained by dividing $2,000,000 (the "Aggregate Purchase Price") by the Per Share Purchase Price. 1.3 Closing. The closing (the "Closing") of the sale and purchase ------- of the Series A Preferred Stock shall take place simultaneously with, and at the location of, the closing of the transactions described in the KPS Agreement (the date upon which the Closing occurs, the "Closing Date"). At the Closing, the Company will deliver the Series A Preferred Stock in the form of a stock certificate issued in the Investor's name, against payment of the full Purchase Price therefor in immediately available funds by wire transfer by or on behalf of the Investor to the Company. SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Investor that as of the date hereof and as of the Closing Date: 2.1 Organization and Qualification. The Company is a corporation duly ------------------------------ organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 2.2 Capitalization. As of the date hereof immediately preceding the -------------- Closing, the authorized capital stock of the Company consists of 35,000,000 shares of common stock, par value $0.01 per share (the "Company Common Stock"), and 5,000,000 shares of preferred stock, par value $0.001 per share ("Company Preferred Stock"). As of the date hereof, (i) 1,909,375 shares of Company Common Stock are issued and outstanding, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights, (ii) no shares of Company Common Stock and no shares of Company Preferred Stock are held in the treasury of the Company, (iii) 239,040 shares of Company Common Stock are reserved for issuance pursuant to the exercise of outstanding options and warrants to purchase Company Common Stock and (iv) 563,452 shares of Company Common Stock are reserved for issuance pursuant to the conversion of outstanding convertible debentures. There are no shares of Company Preferred Stock -2- issued and outstanding. Assuming the exercise of all outstanding options and warrants to purchase Company Common Stock, the conversion of all outstanding convertible debentures as of the date hereof immediately preceding the Closing, and the conversion of all of the Series A Preferred Stock (assuming a conversion price for the Series A Preferred Stock of $4.0778 per share) there would be 9,333,058 shares of Company Common Stock issued and outstanding as of the date hereof. As of the date hereof, other than as provided for in the KPS Agreement, as disclosed above or as listed on Schedule 2.2 of the Company Disclosure Schedule, there are no outstanding options, warrants, subscriptions, calls, convertible securities or other rights, agreements, arrangements or commitments (contingent or otherwise) (including any right of conversion or exchange under any outstanding security, instrument or other agreement) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment. Except as disclosed on Schedule 2.2 of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person other than a subsidiary of the Company. Upon consummation of the Closing as contemplated hereby, including receipt by the Company of the Purchase Price, the Series A Preferred Stock owned by the Investor will be validly issued, fully paid and nonassessable, and any shares of capital stock issued upon the conversion of the Series A Preferred Stock in accordance with the terms thereof shall be validly issued, fully paid and nonassessable. 2.3 Subsidiaries. Schedule 2.3 of the Company Disclosure Schedule ------------ sets forth a complete list of the Company's direct and indirect subsidiaries, including their respective jurisdictions of incorporation or organization. Each direct and indirect subsidiary of the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite power and authority to carry on its business as it is now being conducted and each such subsidiary is qualified to do business, and is in good standing, in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except as set forth on Schedule 2.3 of the Company Disclosure Schedule and except where the failure to be so qualified and in such good standing could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All of the outstanding shares of capital stock of each corporate subsidiary of the Company are validly issued, fully, paid, nonassessable and free of preemptive rights, and are owned, directly or indirectly, by the Company, free and clear of any Liens, except that such shares are pledged to secure the Company's credit facilities. There are no subscriptions or rights relating to the issuance of any shares of capital stock of any such subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement. -3- 2.4 Power and Authority; Non-contravention; Government Approvals. ------------------------------------------------------------ (a) Power and Authority. The Company has all requisite corporate ------------------- power and authority to enter into this Agreement and, subject to the Company Required Statutory Approvals (as defined in Section 2.4(c) hereof) and the -------------- approval of the Company's stockholders (the "Company Stockholder Approval"), to consummate the transactions contemplated hereby. This Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby have been approved by the Board of Directors of the Company. Except as set forth on Schedule 2.4(a) of the Company Disclosure Schedule, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements or, except for the Company Required Statutory Approvals and the Company Stockholder Approval, the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Company, and assuming the due authorization, execution and delivery by the other parties thereto, this Agreement and the Ancillary Agreements constitute and, as of the Closing Date, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of their respective articles of incorporation, by-laws or equivalent organizational documents in any material respect. (b) Non-contravention. The execution and delivery of this ----------------- Agreement and the Ancillary Agreements by the Company does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, could reasonably be expected to constitute a default) under, or result in the termination, suspension, revocation or cancellation of, or accelerate the performance required by, or result in a right of termination, suspension, revocation or cancellation or acceleration under, or result in the creation of any Lien, upon any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court, governmental authority or arbitration panel applicable to the Company or any of its subsidiaries or any of their respective properties or assets, (iii) except as provided for in the KPS Agreement or as set forth on Schedule 2.4(b)(iii) of the Company Disclosure Schedule, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or sublease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is now a party or by which the Company or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, suspensions, revocations, cancellations, acceleration or creation of Liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of -4- the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Closing) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Closing) the amendment of the Charterhouse agreements (described in Section 3.13 hereof) and the consents required from Blue Truck and from the commercial lenders, lessors or other third parties specified in Section 2.4(b) of the Company Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b) insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, suspensions, revocations, cancellations, accelerations or creations of Liens that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Government Approvals. Except for (i) compliance with any -------------------- filings or approvals listed on Schedule 2.4(c) of the Company Disclosure Schedule; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act and (iii) such filings as may be required under any applicable state securities or blue sky laws (the filings and approvals referred to in clauses (i) through (iii) being herein referred to collectively as the "Company Required Statutory Approvals"), and except as otherwise set forth on Schedule 2.4(c) of the Company Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent, approval, order or permit of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 2.5 SEC Reports; Financial Statements. --------------------------------- (a) Since February 26, 1998, the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post- effective amendments and supplements thereto) required to be filed by it under each of the Securities Act and the Exchange Act (collectively, the "Company SEC Reports"), all of which, as amended (if applicable) complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation in the preceding two sentences shall not apply to any misstatement or omission in any Company SEC Report filed prior to the date of this Agreement which was superseded by an amended or subsequent Company SEC Report filed prior to the date of this Agreement. (b) Each of the consolidated financial statements included in the Company SEC Reports, together with the related notes and schedules (collectively, -5- the "Company Financial Statements"), has been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the results of their operations and cash flow for the periods then ended, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein. 2.6 Absence of Undisclosed Liabilities. Except as provided for in ---------------------------------- the KPS Agreement or as set forth on Schedule 2.6 of the Company Disclosure Schedule, the Company did not have at September 30, 1999, and has not incurred since that date, any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except (a) liabilities, obligations or contingencies (i) which are accrued or reserved against in the Company Financial Statements contained in the SEC Reports filed prior to the date hereof or reflected in the notes thereto or (ii) which were incurred after September 30, 1999, and were incurred in the ordinary course of business and consistent with past practices, (b) liabilities, obligations or contingencies which (i) are incurred in the ordinary course of business or (ii) would not be disclosed on the Company Financial Statements and (c) liabilities, obligations or contingencies which are of a nature not required to be reflected in the Company Financial Statements. 2.7 Absence of Certain Changes or Events. Since the date of the ------------------------------------ most recent Company SEC Report filed prior to the date hereof that contains consolidated financial statements of the Company and except as provided for in the KPS Agreement or as set forth on Schedule 2.7 of the Company Disclosure Schedule, (a) there have been no events, changes, or occurrences which have had, or are reasonably likely to have, a Company Material Adverse Effect, (b) the Company and its subsidiaries have (i) conducted their respective businesses in the ordinary and usual course, (ii) not changed, in any material respect, the accounting methods or practices followed by the Company, including, without limitation, any material change in any assumption underlying, or method of calculating any bad debt, contingency or other reserve or any material revaluation by the Company of any asset (including, without limitation, any writing-down of the value of inventory or writing-off of notes or accounts receivable), other than in the ordinary course of business consistent with past practices, and (c) there has not been any (i) (A) declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (B) any split, combination, reclassification, exchange or substitution of the capital stock or other security of the Company or (C) any issuance of the Company's common stock at a price which is below the average of the last reported sales price per share on the Nasdaq National Market for the thirty consecutive trading days immediately preceding such issuance, (ii) amendment of any term of any outstanding security of the Company or any of its subsidiaries that would materially increase the obligations of the Company or such subsidiary under such security, (iii) damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by the Company or any of its subsidiaries, except for such damage, destruction or loss that, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect, (iv) incurrence, assumption or -6- guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, except as incurred under facilities existing as of the date of the most recent Company Financial Statement, (v) making of any loan, advance or capital contribution to or investment in any Person by the Company or any of its subsidiaries other than (A) loans, advances or capital contributions to or investments in any wholly-owned subsidiary, (B) loans or advances to the Company by any of its subsidiaries or (C) loans or advances to employees of the Company or any of its subsidiaries made in the ordinary course of business consistent with past practices, (vi) (A) transactions, commitments, contracts or agreements entered into by the Company or any of its subsidiaries relating to any material acquisition or disposition of any assets or business or (B) modification, amendment, assignment, termination or relinquishment by the Company or any of its subsidiaries of any contract, license or other right that could be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, other than, in either case, transactions, commitments, contracts or agreements modified, amended, assigned, terminated, relinquished or expired in the ordinary course of business consistent with past practices and those contemplated by this Agreement, or (vii) other than in the ordinary course of business consistent with past practice, any material increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit-sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers or key employees of the Company or any of its subsidiaries. 2.8 Litigation. Schedule 2.8 of the Company Disclosure Schedule ---------- sets forth a complete listing of all claims, actions, suits, proceedings and investigations pending or, to the knowledge of the Company, threatened in writing, by or against any of (i) the Company and its subsidiaries, (ii) its or their respective properties, assets, rights or businesses, or (iii) to the knowledge of the Company, any of its or their officers or directors in connection with their businesses or affairs, in each case which is (x) in the ordinary course of the Company and its subsidiaries and could reasonably be expected, individually, to result in a liability to the Company or any of its subsidiaries in excess of $50,000 or (y) outside the ordinary course of business of the Company and its subsidiaries. There are no claims, suits, actions or proceedings pending or, to the knowledge of the Company, threatened against, relating to or affecting the Company, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seek to restrain the consummation of this transaction or which could reasonably be expected, either alone or in the aggregate with all such claims, suits, actions or proceedings, to have a Company Material Adverse Effect. Neither the Company nor any of its properties or assets is subject to any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or authority or arbitrator which prohibits or restricts the consummation of the transactions contemplated hereby or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. -7- 2.9 No Violation of Law; Licenses; Permits and Registration. Except ------------------------------------------------------- as set forth on Schedule 2.9 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is in violation of, or has been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority or arbitration panel, except for violations which could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 2.9 of the Company Disclosure Schedule, as of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, threatened involving the Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same. Each of the Company and its subsidiaries has all material permits, licenses, approvals, authorizations of and registrations under all federal, state, local and foreign laws applicable to it, and from all applicable governmental authorities as are required by the Company and its subsidiaries to carry on their respective businesses as currently conducted. 2.10 Taxes. All material Tax Returns required to be filed prior to ----- the date hereof with respect to the Company and its subsidiaries or their income, properties, franchises or operations have been timely filed. Each such Tax Return has been prepared in material compliance with all applicable laws and regulations, and all such Tax Returns are true and correct in all material respects. The Company and its subsidiaries have duly paid in full or made adequate provisions on the books of the Company and its subsidiaries in accordance with GAAP for the payment of all Taxes for all past and current periods. The liabilities and reserves for Taxes reflected in the Company balance sheet included in the latest Company SEC Report filed prior to the date hereof to cover all Taxes for all periods ending at or prior to the date of such balance sheet have been determined in accordance with GAAP and there is no material liability for Taxes for the Company and each subsidiary for any period beginning after such date other than Taxes arising in the ordinary course of business. The Company and its subsidiaries have withheld and paid all Taxes to the appropriate governmental authorities required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Except as set forth on Schedule 2.10 of the Company Disclosure Schedule, with respect to each taxable period of the Company and its subsidiaries: (a) no material deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company or any of its subsidiaries, other than a deficiency or an adjustment being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established on the books of the Company, (b) the Company and its subsidiaries have not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority, (c) the Company and its subsidiaries have not requested or been granted an extension of the time for filing any Tax Return, (d) there is no action, suit, taxing authority proceeding, or audit now in progress, or pending or, to the knowledge of the Company, threatened against or with respect to the Company or any of its subsidiaries -8- regarding Taxes, and (e) there are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company or any of its subsidiaries. 2.11 Labor and Employment Matters. Neither the Company nor any of ---------------------------- its subsidiaries is a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, except as set forth on Schedule 2.11 of the Company Disclosure Schedule to the Company's knowledge, there has been no effort by any labor union during the 24-month period prior to the date hereof to organize any employees of the Company or any of its subsidiaries into one or more collective bargaining units. There is no pending or, to the knowledge of the Company, threatened material labor dispute, strike or work stoppage at the Company or any of its subsidiaries. All persons classified by the Company or any of its subsidiaries as independent contractors and/or leased employees satisfy the requirements of applicable law to be so classified and neither the Company, nor any of its subsidiaries has any obligation to provide benefits to any such person, whether or not under any Company Plan (as such term is defined in Section 2.12 hereof). 2.12 Employee Benefit Plans; ERISA. Except as set forth on Schedule ----------------------------- 2.12(a) of the Company Disclosure Schedule, the Company and its subsidiaries do not maintain or contribute to or have any obligation or liability, actual or contingent, to or with respect to, directly or indirectly, any employee benefit plans, programs, arrangements or practices, including employee benefit plans within the meaning set forth in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or other similar arrangements for the provision of benefits to employees (such plans, programs, arrangements or practices of Company and its subsidiaries being referred to as the "Company Plans"). With respect to each Company Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened, (ii) to the knowledge of the Company, no facts or circumstances exist that could give rise to any such actions, suits or claims, and (iii) no events have occurred and no conditions exist that would subject the Company or any of its subsidiaries, either directly or indirectly, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable laws, rules and regulations. Neither Company nor any of its subsidiaries has any obligation to create or contribute to any additional such plan, program, arrangement or practice or to amend any such plan, program, arrangement or practice so as to increase benefits or contributions thereunder, except as required under the terms of the Company Plans, or to comply with applicable law. Neither the Company nor any of its subsidiaries contributes to, maintains, or has an actual or contingent liability with respect to, or sponsors any defined benefit pension plan and/or arrangement (whether or not subject to Title IV of ERISA). All Company Plans are in compliance in all material respects with the requirements prescribed by any and all statutes (including ERISA and the Code) and all other applicable laws, rules and regulations. Except as set forth on Schedule 2.12(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any -9- actual or contingent liability in respect of the provision of post-employment or post-retirement benefits, including, but not limited to, health and life insurance benefits to any person (other than post-employment benefits provided in accordance with the health care continuation provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or comparable state law). Other than as set forth on Schedule 2.12(c) of the Company Disclosure Schedule, no Company Plan or other agreement or arrangement exists that, as a result of the transaction contemplated by this Agreement, could result in the payment to any present or former employee of the Company or its subsidiaries of any money or other property or accelerate the time of, or increase the amount of payment to which such person may otherwise be entitled, or provide any other rights or benefits to any present or former employee of the Company or its subsidiaries or any other person, whether or not such payment would constitute a parachute payment within the meaning of Section 280G of the Code. Except as set forth on Schedule 2.12(c) of the Company Disclosure Schedule, no employee or former employee of the Company or any of its subsidiaries will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby. 2.13 Title to and Condition of Assets. Except as set forth on -------------------------------- Schedule 2.13 of the Company Disclosure Schedule, each of the Company and its subsidiaries has good and marketable fee title to, or, in the case of leased properties and assets, has good and valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in, or which are necessary to conduct, the business of the Company and its subsidiaries as currently conducted, free and clear of all Liens, other than (a) any Liens for current taxes, payments of which are not yet delinquent, (b) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use of the property subject thereto or affected thereby, or otherwise materially impair the Company's business operations (in the manner presently carried on by the Company), or (c) Liens arising under the Company's credit facilities or any refinancing or replacement thereof. 2.14 Brokers and Finders. Except with respect to KPS Management LLC ------------------- (as contemplated by Sections 5.1 and 5.7 of the KPS Agreement), Charter URS LLC, and Donaldson, Lufkin & Jenrette, Securities Corporation ("DLJ"), each of whose fees will be paid by the Company, (a) the Company is not a party to or bound by any contract, arrangement or understanding with any person or firm which may result in the obligation of the Company to pay any finder's fees, brokerage or agent commissions or other like payments in connection with the transactions contemplated hereby and (b) there is no claim for payment by the Company of any investment banking fees, finder's fees, brokerage or agent commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby. -10- 2.15 Intellectual Property. --------------------- (a) Except as could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its subsidiaries own or have a valid license to use each trademark, patent or copyright (including any registrations or applications for registration of any of the foregoing) necessary to carry on the business of the Company and its subsidiaries, taken as a whole, as currently conducted (collectively the "Company Intellectual Property"). To the knowledge of the Company, neither the Company nor any of its subsidiaries has received any complaint, assertion, threat or allegation or otherwise has notice of any claim, lawsuit, demand, proceeding or investigation involving any such matters or otherwise knows that any of the Company Intellectual Property is invalid or conflicts with the rights of any third party. (b) Except as set forth on Schedule 2.15(b) of the Company Disclosure Schedule, the Company and each of its subsidiaries owns free and clear of all Liens or has a valid license to use all computer software that is material to the operation of its business as presently conducted. 2.16 Environmental Matters. --------------------- (a) (i) The Company and its subsidiaries have conducted their respective businesses in material compliance with all applicable Environmental Laws (defined in Section 2.16(b)), including, without limitation, having all permits, licenses and other approvals and authorizations necessary for the operation of their respective businesses as presently conducted, (ii) except as set forth on Schedule 2.16(a)(ii) of the Company Disclosure Schedule, none of the properties currently or formerly owned or operated by Company or any of its subsidiaries contain any Hazardous Substance (defined in Section 2.16(c)) as a result of any activity of Company or any of its subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws and, to the knowledge of the Company and Charles Baxter, no such condition exists on any of the properties as a result of any activity by any other Person, (iii) since May 6, 1998, neither Company nor any of its subsidiaries has received any notices, demand letters or requests for information from any Federal, state, local or foreign governmental entity indicating that Company or any of its subsidiaries may be in material violation of, or materially liable under, any Environmental Law in connection with the ownership or operation of their businesses, (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or, to the knowledge of the Employees and Charles Baxter, threatened, against the Company or any of its subsidiaries under any Environmental Law arising out of, or related to, the current or past operation of business of the Company and its subsidiaries, (v) no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law from any properties owned by the Company or any of its subsidiaries as a result of any activity of the Company or any of its subsidiaries during the time such properties were owned, leased or operated by the Company or any of its subsidiaries, and (vi) neither the Company, its subsidiaries nor any of their respective properties are subject to any liabilities or expenditures (fixed or contingent) relating to any suit, -11- settlement, court order, administrative order, regulatory requirement or obligation, judgment or claim asserted or arising under any Environmental Law, except violations of the foregoing clauses (ii), (iv) or (vi) that, individually or in the aggregate, could not reasonably be expected to result in a liability to the Company or any of its subsidiaries in excess of $100,000 in the aggregate. (b) As used herein, "Environmental Law" means any Federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, legal doctrine, order, judgment, decree, injunction, requirement or agreement with any governmental entity relating to (x) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety or (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as amended and as in effect on the Closing Date. The term "Environmental Law" includes, without limitation, (i) the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal Act and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Occupational Safety and Health Act of 1970, each as amended and as in effect on the Closing Date, and (ii) any common law or equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations for injuries or damages due to, or threatened as a result of, the presence of, effects of or exposure to any Hazardous Substance. (c) As used herein, "Hazardous Substance" means any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive, or dangerous, or otherwise regulated, under any Environmental Law. Hazardous Substance includes any substance to which exposure is regulated by any government authority or any Environmental Law including, without limitation, any toxic waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance or petroleum or any derivative or by-product thereof, radon, radioactive material, asbestos, or asbestos containing material, urea formaldehyde foam insulation, lead or polychlorinated biphenyls. 2.17 Material Contracts. The Company's SEC Reports filed prior ------------------ to the date hereof contain a complete list of all contracts, agreements, licenses, notes, bonds, mortgages, guarantees, security agreements and commitments, including all amendments and modifications thereto, to which the Company or any of its subsidiaries is a party that are required to be disclosed pursuant to Item 601 of Regulation S-K under the Securities Act (the "Material Contracts") except as disclosed on Schedule 2.17(a). Except as disclosed on Schedule 2.17(b) of the Company Disclosure Schedule, each Material -12- Contract is valid and binding on the Company and is in full force and effect. The Company and each of its subsidiaries are not in breach or violation of or in default in the performance or observance of any terms or provisions of, and no event has occurred which, with lapse of time or action by a third party, could result in a default under any Material Contract. To the knowledge of the Company, no other party to any Material Contract is in breach thereof or default thereunder. 2.18 Insurance. Neither the Company nor any of its subsidiaries is --------- in default with respect to any policies or binders of fire, liability, workmen's compensation, vehicular or life insurance held by the Company and its subsidiaries or other types of policies customary for motor vehicle and equipment towing, recovery and transport services (the "Company Insurance Policies"), and neither has failed to give any notice or present any claim under such policy or binder in due and timely fashion, except as could not, individually or in the aggregate, reasonably be expected to have Company Material Adverse Effect. Schedule 2.18(a) of the Company Disclosure Schedule sets forth a list of the Company Insurance Policies, and Schedule 2.18(b) of the Company Disclosure Schedule sets forth the loss-runs for the past five years in respect thereof or, in the case of the Company's subsidiaries, since the date of the Company's acquisition of such subsidiary. The Company Insurance Policies are sufficient for the operation of the Company's business and are in full force and effect. Except as set forth on Schedule 2.18(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has received a notice of cancellation or non-renewal of any such policy or binder. Except for claims disclosed on Schedule 2.18(d) of the Company Disclosure Schedule, there are no outstanding unpaid claims under any such policy or binder and, to the knowledge of the Company, none of the material unpaid claims disclosed on Schedule 2.18(d) of the Company Disclosure Schedule have been denied. The Company has not received notice of any inaccuracy in any application for such policies or binders, any failure to pay premiums when due or any similar state of facts which might form the basis for termination of any such insurance, except as could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. 2.19 Securities Law Compliance. Assuming the representations and ------------------------- warranties of the Investor set forth in Section 7 hereof are true and correct in all material respects, the issuance and sale of the Series A Preferred Stock pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. Except as set forth on Schedule 2.19 of the Company Disclosure Schedule, neither the Company nor any Person acting on its behalf has, in connection with the sale of the Series A Preferred Stock, engaged in (i) any form of general solicitation or general advertising (as those terms are used within the meaning of Rule 502(c) under the Securities Act), (ii) any action involving a public offering within the meaning of Section 4(2) of the Securities Act, or (iii) any action that would require the registration under the Securities Act of the offering and sale of the Series A Preferred Stock pursuant to this Agreement or that would violate applicable state securities or "blue sky" laws. -13- 2.20 Acquisition Obligations. ----------------------- (a) Schedule 2.20(a) sets forth a true and correct list of the Company's acquisitions since May 6, 1998. Except as disclosed in the Company's SEC Reports filed prior to the date hereof, there is no outstanding right, option or other agreement of any kind which has or could reasonably be expected to have the effect of requiring the Company to register any of the Company's common stock or preferred stock or any other security of the Company, and there is no outstanding security of any kind of the Company convertible into any such right. Except as provided for in the KPS Agreement and the agreements related thereto or on Schedule 2.20(b) of the Company Disclosure Schedule, there is no agreement of any kind which has or could reasonably be expected to have the effect of requiring the Company to keep effective a registration statement of the Company effective as of or following the date hereof with respect to any of the Company's common stock or preferred stock or any other security of the Company. Except as disclosed in the Company's SEC Reports filed prior to the date hereof, no Person has any right arising out of an acquisition by either the Company or any of its subsidiaries to participate in, or receive any payment based on revenue, income, value, net worth or other financial measure of the Company and/or any of its subsidiaries or any component or portion thereof. 2.21 Fraud and Abuse; Absence of Certain Business Practices. None ------------------------------------------------------ of the Company or any of its subsidiaries nor any officer or director thereof nor, to the knowledge of the Company, any other Person or entity acting on behalf of any of the Company or any of its subsidiaries, acting alone or together, has (A) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from or on behalf of any Person or entity with whom any of the Company and its subsidiaries has done business directly or indirectly, or (B) directly or indirectly, given or agreed to give any gift or similar benefit to any Person or entity who is or may be in a position to help or hinder the business of any of the Company and its subsidiaries which, in the case of either clause (A) or clause (B) above, could reasonably be expected to subject any of the Company and its subsidiaries to any damage or penalty in any civil, criminal or governmental litigation or proceeding. 2.22 Disclosure. ---------- (a) No representation or warranty by the Company in this Agreement and no statement contained in the schedules or exhibits or in any certificate to be delivered pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements therein not misleading. (b) The Investor has been furnished with, or given access to, complete and correct copies of all agreements, instruments or documents, together with -14- any amendments or supplements thereto, set forth on, or underlying the Company Disclosure Schedule. SECTION 3 CONDITIONS OF PURCHASE The Investor's obligation to purchase and pay for the Series A Preferred Stock shall be subject to the fulfillment to the Investor's satisfaction on or before the Closing Date of the following conditions: 3.1 Satisfaction of Conditions. The representations and warranties -------------------------- of the Company contained in this Agreement shall be, if specifically qualified by materiality or Company Material Adverse Effect, true in all respects and, if not so qualified, shall be true in all material respects, in each case on and as of the Closing Date with the same effect as if made on and as of the Closing Date, other than representations and warranties expressly stated to be made as of the date of this Agreement or of another date other than the Closing Date, which shall be true and correct as of such date, and the covenants and agreements contained in this Agreement to be complied with by the Company on or before the Closing shall have been complied with in all material respects. The Company shall have delivered to the Investor a certificate dated the Closing Date to the foregoing effect. 3.2 Company Material Adverse Effect. There shall not have been any ------------------------------- event, occurrence or change that has had or could be reasonably expected, individually or in the aggregate, to have a Company Material Adverse Effect after the date of this Agreement and prior to the Closing Date. 3.3 Opinion of Counsel. The Investor shall have received an opinion ------------------ of counsel to the Company, dated the Closing Date, in substantially the form of Appendix A attached hereto. 3.4 Authorization. The Board of Directors of the Company shall have ------------- duly adopted resolutions in form reasonably satisfactory to the Investor authorizing the Company to consummate the transactions contemplated hereby in accordance with the terms hereof, and the Investor shall have received a duly executed certificate of the Secretary of the Company setting forth a copy of such resolutions, the Company's Certificate of Designations, Preferences and Rights of Series A Preferred Stock (the "Certificate of Designations") and the By-laws and such other matters as may be requested by the Investor. 3.5 Effectiveness of Preferred Stock Terms. The Board of Directors -------------------------------------- of the Company shall have adopted a resolution establishing the terms of the Series A Preferred Stock as set forth in Appendix B hereto and such action shall have been made effective by the filing of a certificate of designations with the Secretary of State for the State of Delaware. -15- 3.6 Delivery Documents. The Company shall have executed and ------------------ delivered to the Investor (or shall have caused to be executed and delivered to the Investor by the appropriate persons) the following: (a) Newly issued stock certificates issued to the Investor and evidencing the shares of the Series A Preferred Stock purchased by the Investor; (b) A copy of the certificate of incorporation of the Company, as amended, certified as of the Closing Date by the Secretary of State of the State of Delaware; (c) A copy of the By-laws of the Company, certified by the Company's secretary; and (d) Certificates issued by the Secretary of State of Delaware certifying that the Company is in good standing. 3.7 Reserved 3.8 Consents. All consents set forth on Schedule 2.4(b) of the -------- Company Disclosure Schedule and the consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required to consummate the transactions under this Agreement shall have been obtained and be in effect at the Closing Date. 3.9 Compliance with Law. The issuance and sale of the Series A ------------------- Preferred Stock to the Investor shall be made in conformity with all applicable state and federal securities laws. 3.10 No Order. -------- (a) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the Closing or any of the other transactions contemplated hereby shall be in effect. (b) No stockholder of the Company shall have brought an action in its own name or in the name of the Company which seeks a remedy (in law or equity) as a result of or otherwise in connection with (i) this Agreement and the transactions contemplated hereby or (ii) the Company's SEC Reports filed prior to the Closing (each, a "Stockholder Suit.") 3.11 Ancillary Agreements. The Company shall have duly authorized, -------------------- executed and delivered the Registration Rights Agreement. 3.12 Refinancing Company's Credit Facility. A refinancing or ------------------------------------- replacement of the Company's existing credit facility shall be available from the Investor at the Closing providing for at least $25 million available for borrowing in addition to the -16- amount outstanding under the Company's existing credit facility at Closing, as contemplated in the commitment letter, dated as of May 19, 2000, between General Electric Capital Corporation and the Company (the "Commitment Letter"). 3.13 Restructuring of Charterhouse Documents. The Company, Blue --------------------------------------- Truck and Charterhouse shall have consummated an agreement for restructuring of the Charterhouse Debentures in form and substance reasonably satisfactory to such parties and General Electric Capital Corporation. In addition, the Company and Charterhouse shall have amended the Amended Charterhouse Purchase Agreement, and the documents related to such agreement, in form and substance reasonably satisfactory to the Investor, as appropriate to permit the transactions contemplated by this Agreement. 3.14 KPS Agreement. The transactions contemplated by the KPS ------------- Agreement shall have been consummated. 3.15 Blue Truck Consent. Blue Truck shall have given its consent to ------------------ the transactions contemplated by this Agreement. 3.16 Stockholder Approval. At a special meeting of the stockholders -------------------- of the Company entitled to vote (the "Special Meeting"), the stockholders of the Company shall have approved the issuance to the Investor and Blue Truck pursuant to this Agreement and the KPS Agreement, respectively, of the Series A Preferred Stock (the "Series A Preferred Issuance"). SECTION 4 CONDITIONS OF SALE The Company's obligation to issue the Series A Preferred Stock to the Investor and perform its other obligations hereunder shall be subject to the fulfillment to the Company's satisfaction on or before the Closing Date of the following conditions: 4.1 Satisfaction of Conditions. The representations and warranties -------------------------- of the Investor contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, other than representations and warranties expressly stated to be made as of the date of this Agreement or as of another date other than the Closing Date, which shall be true and correct as of such date, and the covenants and agreements contained in this Agreement to be compiled with by the Investor on or before the Closing shall have been complied with in all material respects. The Investor shall have delivered to the Company a certificate dated the Closing Date to the foregoing effect. 4.2 Reserved 4.3 Consents. All consents, authorizations, orders and approvals of -------- (or filings or registrations with) any governmental commission, board or other regulatory body required to consummate the transactions under this Agreement shall have been obtained and be in effect at the Closing Date. -17- 4.4 Compliance with Law. The issuance and sale of the Series A ------------------- Preferred Stock to the Investor shall be made in conformity with all applicable state and federal securities laws. 4.5 Certificates for Related Parties. At the Closing, the Investor -------------------------------- shall have delivered to the Company, in form and substance reasonably satisfactory to the Company, certificates executed by each of the equity interest holders in the Investor with respect to their investment intent and qualification as accredited and sophisticated investors, and containing representation and warranties for the benefit of the Company similar to those in Section 7.1. 4.6 No Order. -------- (a) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the Closing or any of the other transactions contemplated hereby shall be in effect. (b) No stockholder of the Company shall have brought an action in its own name or in the name of the Company which seeks a remedy (in law or equity) as a result of or otherwise in connection with this Agreement and the transactions contemplated hereby. 4.7 Refinancing Company's Credit Facility. A refinancing or ------------------------------------- replacement of the Company's existing credit facility shall be available from the Investor at the Closing providing for at least $25 million available for borrowing in addition to the amount outstanding under the Company's existing credit facility at Closing, all as contemplated in the Commitment Letter. 4.8 Restructuring of Charterhouse Documents. The Company, Blue --------------------------------------- Truck and Charterhouse shall have consummated an agreement for restructuring of the Charterhouse Debentures in form and substance reasonably satisfactory to such parties. In addition, the Company and Charterhouse shall have amended the Amended Charterhouse Purchase Agreement, and the documents related to such agreement, in form and substance reasonably satisfactory to the Company, as appropriate to permit the transactions contemplated by this Agreement. In addition, the Investor shall have delivered to the Company and Charterhouse an executed copy of a side letter from Investor and Blue Truck to the Company and Charterhouse in the form set forth in Appendix C hereto. 4.9 KPS Agreement. The transactions contemplated by the KPS ------------- Agreement shall have been consummated. 4.10 Blue Truck Consent. Blue Truck shall have given its consent to ------------------ the transactions contemplated by this Agreement. 4.11 Stockholder Approval. At a special meeting of the stockholders -------------------- of the Company entitled to vote, the stockholders of the Company shall have approved the -18- issuance to the Investor and Blue Truck pursuant to this Agreement and the KPS Agreement, respectively, of the Series A Preferred Stock. SECTION 5 COVENANTS 5.1 Expenses. Each party will pay the fees and expenses incurred -------- by such party in connection with the negotiation, execution, delivery and performance of this Agreement and the agreements, documents and instruments contemplated hereby or executed pursuant hereto. 5.2 Conduct of Business by the Company Pending the Closing. The ------------------------------------------------------ Company covenants and agrees that, prior to the Closing Date or earlier termination of this Agreement as provided herein, unless the Investor shall otherwise agree in writing and except as contemplated by this Agreement: (a) the Company shall, and shall cause its subsidiaries to, act and carry on their respective businesses in the ordinary course of business substantially consistent with past practice and use its and their respective reasonable best efforts to preserve substantially intact their current material business organizations, keep available the services of their current officers and employees (except for terminations of employees in the ordinary course of business) and preserve their material relationships with others having significant business dealings with them; (b) the Company shall not (i) create any new class of shares having a preference with respect to dividends and/or liquidation over or on parity with the Series A Preferred Stock, (ii) increase the authorized number of shares of Series A Preferred Stock, (iii) (A) declare, set aside, pay or effect any dividend or other distribution or payment in cash, stock or property in respect of any of its shares of capital stock, or (B) split, combine, reclassify, exchange or substitute any of the capital stock or other security of the Company, (iv) sell a majority of its assets in one or a series of related transactions, or effect any merger, consolidation or combination of the Company with another Person, or (v) effect any tender or exchange offer involving the Company's equity securities or any security convertible into, exchangeable for, or that otherwise gives the holder the right to obtain, equity securities of the Company; (c) neither the Company nor any of its subsidiaries shall (i) except for shares issued upon the exercise of stock options outstanding as of the date hereof, issue, grant, sell, pledge or transfer or agree or propose to issue, grant, sell, pledge or transfer any shares of capital stock, stock options, warrants, debt or equity securities or rights of any kind or rights to acquire any such shares, securities or rights of the Company, any of its subsidiaries or any successor thereto; provided, however, the Company may, in the ordinary course of business consistent with past practice, adopt, establish, enter into, terminate, withdraw from or amend any bonus, profit sharing, thrift compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or other arrangement -19- for the benefit or welfare of any employee, director or former director or employee, or increase the compensation or fringe benefits of or loan or advance money or other property to any director, employee or former director or employee or pay any benefit not required by any existing plan, arrangement or agreement; (ii) acquire directly or indirectly by redemption or otherwise any shares of the capital stock of the Company or its subsidiaries of any class or any options, warrants or other rights to purchase any such shares except for employee stock options, "holdback" shares which revert to the Company under the terms of the agreements pursuant to which the Company made the acquisitions set forth on Schedule 2.20(a) of the Company Disclosure Schedule, or as otherwise provided in this Agreement, or (iii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (d) neither the Company nor any of its subsidiaries shall make any material change in its accounting principles or methods, except as may be required by a change in GAAP or a change in any rule or regulation of the SEC; and (e) neither the Company nor any of its subsidiaries shall acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any Person. 5.3 Public Announcements. The initial press release relating to -------------------- this Agreement shall be a joint press release the text of which has been previously agreed to by each of the Investor and the Company. Thereafter, each of the Investor and the Company shall consult with the other before issuing any press release with respect to this Agreement or any of the transactions contemplated hereby. Notwithstanding the foregoing, except as required by law, the Company shall not, without the prior written consent of the Investor, use the name of, or refer to, General Electric Capital Corporation, or any of its affiliates (including without limitation, the Investor), in any correspondence, discussions, press release or other disclosure. 5.4 All Reasonable Efforts; Agreement to Cooperate. ---------------------------------------------- (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, and notwithstanding anything in this Agreement to the contrary, the Company shall use its reasonable best efforts to take or cause to be taken all reasonable action and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to obtain all consents, amendments to or waivers from other parties under the terms of all Material Contracts and other material leases, agreements, indentures, instruments, permits, concessions, franchises or licenses applicable to the Company or its subsidiaries required as a result of the transactions contemplated by this Agreement and obtain all necessary consents, approvals and -20- authorizations as are required to be obtained under any federal or state law or regulation. 5.5 Company Stockholders' Meeting. The Company shall use its best ----------------------------- efforts to take all actions necessary or advisable and permitted by applicable law to (i) hold a stockholders' meeting as promptly as practicable for the purpose of voting upon the approval of the issuance of the Series A Preferred Stock pursuant to the terms of the Certificate of Designations, (ii) recommend that the stockholders of the Company vote to approve the Series A Preferred Issuance, and (iii) secure the requisite vote or consent of stockholders for the Series A Preferred Issuance. SECTION 6 CONFIDENTIALITY; ACCESS 6.1 Confidentiality. The Investor agrees to use commercially reasonable --------------- efforts (equivalent to the efforts the Investor applies to maintaining the confidentiality of its own confidential information) to maintain as confidential all confidential information provided to them by the Company or its representatives or agents and designated as confidential for a period of two (2) years following receipt thereof, except that the Investor may disclose such information (a) to Persons employed or engaged by the Investor who have a need to know such information in connection with the transactions contemplated hereby and who receive such information having been made aware of the restrictions of this Section 6.1; (b) to any bona fide assignee or potential assignee that has agreed to comply with the covenants contained in this Section 6.1 (and any such bona fide assignee or potential assignee may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any Governmental Authority or reasonably believed by the Investor to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of the Investor's counsel, is required by law; (e) in connection with the exercise of any right or remedy under this Agreement or in connection with any litigation, claim or suit to which Investor is a party; or (f) that ceases to be confidential through no fault of the Investor; provided, however, that with respect to clauses (c) and (d), the Investor shall to the extent practicable use reasonable efforts to give notice to the Company before releasing such information. 6.1 Access; Notification of Certain Matters. --------------------------------------- (a) Upon reasonable notice, the Company shall afford the Investor and its representatives and representatives of all prospective sources of financing reasonable access during normal business hours to the offices, properties, books, records and personnel of the Company and its subsidiaries and such additional information concerning the business and properties of the Company and its subsidiaries as the Investor and its representatives may reasonably request. The Company shall instruct its and its subsidiaries' employees, counsel and financial advisors to cooperate with the Investor in its investigation of the business of the Company and its subsidiaries. -21- (b) The Company shall, promptly (and in any event within five (5) business days) after obtaining knowledge of any of the following occurring subsequent to the date of this Agreement and prior to the Closing Date, notify the Investor of: (i) any material claims, actions, proceedings, tax audits or investigations commenced or, to its knowledge, threatened in writing, involving or affecting the Company or any of its subsidiaries or any of their properties or assets, which if adversely resolved could reasonably be expected to have a Company Material Adverse Effect, (ii) any notice of, or other written communication relating to, a default or event which, with notice or lapse of time or both, could reasonably be expected to become a default, received by the Company or any of its subsidiaries, under any agreement, contract, lease, indenture, permit, concession, franchise, license or other instrument to which the Company or any of its subsidiaries is a party where such a default has had or could reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (iii) any material event or emergency outside the normal course of the business of the Company or any of its subsidiaries, including, without limitation, any instances of wrongful injury or wrongful death involving the Company or any of its subsidiaries, or otherwise of a nature that would reasonably be expected to customarily be reported at a meeting of the Board of Directors of the Company or of any of its committees, or (iv) any governmental complaints, investigations, proceedings or hearings (or communications indicating that the same may be contemplated) relating to either the Company or any of its subsidiaries that are of a nature which would customarily be reported at a meeting of the Board of Directors of the Company of any of its committees. SECTION 7 INVESTOR REPRESENTATIONS 7.1 Representations. It is the understanding of the Company, and --------------- the Investor hereby represents and warrants to the Company with respect to the Investor's purchase of Series A Preferred Stock hereunder that: (a) The execution of this Agreement has been duly authorized by all necessary action on the part of the Investor, has been duly executed and delivered by the Investor, and constitutes a valid, binding agreement of the Investor, enforceable in accordance with its terms. (b) The Investor is acquiring the Series A Preferred Stock for its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act. (c) The Investor understands that because the Series A Preferred Stock has not been registered under the Securities Act, it cannot dispose of any or all of the Series A Preferred Stock unless such securities are subsequently registered under the Securities Act or exemptions from such registration are available. The Investor understands that each certificate representing the Series A Preferred Stock will bear the following legend or one substantially similar thereto: -22- The securities represented by this certificate have not been registered under the Securities Act. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold or otherwise transferred without an effective registration statement for such securities under the Act or the availability of an exemption from such registration requirements. (d) The Investor is sufficiently knowledgeable and experienced in the making of special situation investments so as to be able to evaluate the risks and merits of its investment in the Company, and is able to bear the economic risk of loss of its investment in the Company. (e) The Investor has been advised that none of the Series A Preferred Stock has been registered under the Securities Act or under the "blue sky" laws of any jurisdiction and that the Company, in issuing the Series A Preferred Stock is relying upon, among other things, the representations and warranties of the Investor contained in this Section 7. (f) No broker, finder, agent or similar intermediary has acted on behalf of the Investor in connection with this Agreement or the transactions contemplated hereby and there are no brokerage commissions, finder's fees or similar fees or commissions payable by the Investor in connection therewith. SECTION 8 INDEMNIFICATION AND TERMINATION 8.1 Indemnification, Fees and Expenses. ---------------------------------- (a) Each party shall indemnify, defend, and hold the other party harmless against all liability, losses, claims, charges, actions, suits, proceedings, penalties, fines, settlements, judgments or damages, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) (collectively, "Losses"), arising from the breach of any of its representations, warranties, covenants or agreements contained in this Agreement. (b) All indemnification obligations under this Section 8 shall be net of any insurance proceeds received by the indemnified party in respect of the event or circumstance giving rise to the claim for indemnification. 8.2 Indemnification Procedure. Whenever a claim shall arise for ------------------------- indemnification under Section 8.1, the party entitled to indemnification (the "Indemnified Party") shall give notice to the other party (the "Indemnifying Party") of any matter that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement within 30 days after the Indemnified Party first learns of such claim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in -23- respect of which such right of indemnification is claimed or arises, provided, -------- however, that the failure to provide such notice shall not release the - ------- Indemnifying Party from any of its obligations under Section 8.1 except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under Section 8.1. The obligations and liabilities of the Indemnifying Party under Section 8.1 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in Section 8.1 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim following receipt by the Indemnified Party of such notice in the time frame provided above; provided, however, that the failure to provide such notice -------- ------- shall not release the Indemnifying Party from any of its obligations under Section 8.1 except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under Section 8.1. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would prevent the same counsel from representing both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party provided that no more than one law firm (plus any local counsel required) is so retained. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party. 8.3 Indemnification Thresholds and Limitations. ------------------------------------------ (a) Except as set forth below, neither party shall have any indemnification obligations hereunder in respect of a breach of any representation or warranty set forth in this Agreement, unless the aggregate Losses by the Indemnified Party exceed $20,000 (the "Basket Amount"), in which case the Indemnifying Party shall indemnify the other party in respect of the excess above that amount. -24- (b) Notwithstanding any provision herein to the contrary, neither party shall have liability for any claim for indemnification asserted by the other party to the extent the amount of such claim combined with any previous claims for indemnification exceeds $2,000,000 (the "Cap"). (c) Notwithstanding anything to the contrary contained herein, the Basket Amount and the Cap shall not apply with respect to any Losses for amounts paid by the Investor or its directors, officers or affiliates as a result of or otherwise in connection with a Stockholder Suit in which the Investor or its directors, officers or affiliates are named as a defendant and which was (x) instituted prior to the Closing and of which the Investor did not have knowledge at the Closing or (y) instituted after the Closing. (d) The Company and the Investor have agreed that separate standards will apply to the use of terms such as "material," "materiality," and nz"Material Adverse Effect" (together, the "Company Materiality Terms") for purposes of determining the satisfaction of Section 3.1, on the one hand, and the rights to indemnification under Section 8.3, on the other. For purposes of determining the satisfaction of Section 3.1, the Company Materiality Terms shall each be given their respective separate meanings in accordance with applicable law. For purposes of indemnification, the representations and warranties in Section 2 shall be construed as if they were not qualified by the Company Materiality Terms. 8.4 Termination. This Agreement may be terminated and the other ----------- contemplated by this Agreement may be abandoned at any time prior to the Closing Date, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated by this Agreement, pursuant to a written notice of such termination, as follows: (a) by mutual written consent of each of the Investor and the Company; (b) by either the Investor or the Company if the Closing date shall not have occurred on or before August 31, 2000; provided, however, that -------- ------- the right to terminate this Agreement under this Section 8.4(b) shall not be available to any party whose breach has caused the failure of the Closing to occur on or before such date; (c) by the Company or the Investor if there shall be any (x) restraining order, injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the Closing or any of the other transactions contemplated hereby which is final and nonappealable or (y) action commenced by a stockholder of the Company which seeks a remedy (in law or equity) as a result of or otherwise in connection with this Agreement and the transactions contemplated hereby. (d) by the Investor upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, -25- or if any representation or warranty shall have become untrue, such that the conditions set forth in Section 3.1 would not be satisfied ("Terminating Company Breach"); provided, however, that if such Terminating Breach is curable by the -------- ------- Company through the exercise of its reasonable best efforts and for as long as the Company continues to exercise such efforts, but not beyond the date specified in paragraph (b) above, the Investor may not terminate this Agreement under this Agreement 8.4(d); (e) by the Company upon a breach of any representation, warranty, covenant or agreement on the part of the Investor set forth in this Agreement, or if any representation or warranty shall have become untrue, such that the conditions set forth in Section 4.1 would not be satisfied ("Terminating Investor Breach"); provided, however, that if such Terminating -------- ------- Investor Breach is curable by the Investor through the exercise of its reasonable best efforts and for as long as the Investor continues to exercise such efforts, but not beyond the date specified in paragraph (b) above, the Company may not terminate this Agreement under this Section 8.2(e); (f) by the Company if the Company receives a Superior Proposal, resolves to accept such Superior Proposal; provided, however, that prior to such -------- ------- termination the Company shall have given the Investor two days' prior written notice of its intention to terminate pursuant to this provision; (g) by the Company if (A) a tender or exchange offer is commenced by a financially capable Person for all outstanding shares of Company common stock, and (B) the Company's Board of Directors determines, in good faith and after consultation with an independent financial advisor, that such offer constitutes a Superior Proposal and resolves to accept such Superior Proposal or recommends to the stockholders that they tender their shares in such tender or exchange offer; provided, however, that prior to such termination the Company -------- ------- shall have given the Investor two days' prior written notice of its intention to terminate pursuant to this provision; (h) by either the Company or the Investor if the stockholders of the Company fail to approve the Series A Preferred Issuance at the Special Meeting; (i) by the Investor if (i) the Board of Directors of the Company has withdrawn, modified or changed its approval or recommendation of this Agreement, or approved or recommended a Superior Proposal, (ii) the Company enters into any agreement with a Person with respect to a transaction the proposal of which qualifies as a Superior Proposal, or (iii) (A) a third party commences a tender offer or exchange offer for all of the outstanding shares of the Company common stock and (B) the Board of Directors of the Company has recommended that the shareholders of the Company tender their shares in such tender or exchange offer, or (iv) the Board of Directors of the Company shall have resolved to do any of the foregoing; (j) by the Investor, if a Company Material Adverse Effect has occurred; -26- (k) by either party upon any termination of the KPS Agreement; or (l) by the Investor if there shall be any Stockholder Suit. 8.5 Effect of Termination. In the event of termination of this --------------------- Agreement pursuant to Section 8.5, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of the Investor or the Company or any of their respective officers or directors, and all rights and obligations of each party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for any willful or intentional breach of any covenant or agreement of such party contained in this Agreement. SECTION 9 DEFINITIONS 9.1 As used herein, the following terms shall have the following meanings: "Affiliate" means, with respect to any Person, any other Person, --------- directly or indirectly, controlling, controlled by, or under common control with, such Person. For purposes of this definition, the term "control" ------- (including the correlative terms "controlling", "controlled by" and "under ----------- ------------- ----- common control with") means the possession, direct or indirect, of the power to - ------------------- direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Code" means the Internal Revenue Code of 1986, as amended. ---- "Company Disclosure Schedule" means the disclosure schedule of the --------------------------- Company attached hereto and incorporated herein by this reference which identifies exceptions to, and sets forth certain other information regarding, the representations and warranties and covenants of the Company contained herein by numbered Schedules corresponding to the Section numbers of such provisions. "Company Material Adverse Effect" shall mean any material adverse ------------------------------- effect on the business, operations, assets, condition (financial or other) or results of operations of the Company and its subsidiaries, taken as a whole. "Competing Transaction" means the occurrence of a transaction --------------------- resulting in any of the following: (i) any Person, other than a trustee or other fiduciary holding securities of the Company under a Company benefit plan or any of the Company's subsidiaries or any stockholder (and such stockholder's Affiliates) as of the date hereof and direct transferees thereof, becoming, after the date hereof, the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing, or convertible into, 20% or more of the outstanding Company -27- common stock; (ii) the merger or consolidation of the Company with any other corporation; or (iii) the sale or transfer (in one transaction or a series of related transactions) of all or any substantial part of the assets of the Company and its subsidiaries, taken as a whole (including, without limitation, a sale of stock of a subsidiary of the Company (whether by sale or direct issuance), representing a substantial part of the assets of the Company and its subsidiaries, taken as a whole) other than to a subsidiary of the Company. "Employees" means Gerald Riordan, Donald Marr, Michael Wysocki and --------- Harold Warren Borhauer II. "ERISA" means the Employee Retirement Income Security Act of 1974, as ----- amended, and the rules and regulations promulgated thereunder. "Exchange Act" means the Securities Exchange Act of 1934, as amended, ------------ and the rules and regulations promulgated thereunder. "GAAP" means generally accepted accounting principles as in effect in ---- the United States of America from time to time, consistently applied. "knowledge of the Company" or "Company's knowledge" shall mean the ------------------------ ------------------- knowledge of Gerald R. Riordan, Donald Marr, Hal Borhauer, Michael Wysocki, Rick McGinn, Patrick Riley, Michael Moscinski and Charles Baxter. "Lien" means any mortgage, pledge, security interest, encumbrance, ---- lien, claim or charge of any kind (including, but not limited to, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or comparable law or any jurisdiction in connection with such mortgage, pledge, security interest, encumbrance, lien or charge). "Person" means an individual, corporation, limited liability company, ------ partnership, association, trust or any other entity or organization. "Registration Rights Agreement" means the registration rights ----------------------------- agreement, to be executed at Closing, between the Company and the Investor. "SEC" means the Securities and Exchange Commission. --- "Securities Act" means the Securities Act of 1933, as amended, and the -------------- rules and regulations promulgated thereunder. "Superior Proposal" means an offer made by a third party to consummate ----------------- a Competing Transaction that the Board determines, in its reasonable judgment (after consultation with a nationally recognized independent financial advisor), to be more favorable to the Company's stockholders than the terms of the transactions contemplated by this Agreement. -28- "Tax Returns" means any return, report or other document required to ----------- be supplied to a taxing authority in connection with Taxes. "Taxes" means all taxes, including, without limitation, income, gross ----- receipts, excise, property, sales, withholding, social security, occupation, use, service, license, payroll, franchise, transfer and recording taxes, fees and charges, windfall profits, severance, customs, import, export, employment or similar taxes, charges, fees, levies or other assessments imposed by the United States, or any state, local or foreign government or subdivision or agency thereof, together with all interest and all penalties, additions to tax or additional amounts imposed by any of them. "Thirty Day Average Share Price" means the average of the last ------------------------------ reported sale prices per share of the Company Common Stock on the Nasdaq National Market (or on such other United States stock exchange or public trading market on which the shares of Company Common Stock are listed or trade at the time of the calculation). 9.2 As used herein, the following terms shall have the meanings ascribed to them in the Section of this Agreement opposite each such term: Term Section ---- ------- Aggregate Purchase Price 1.2 Agreement Preamble Ancillary Agreements Preamble Basket Amount 8.3(a) Cap 8.3(b) Certificate of Designations Preamble Charterhouse Preamble Closing 1.3 Closing Date 1.3 Commitment Letter 4.5 Company Preamble Company Common Stock 2.2 Company Financial Statements 2.5(b) Company Insurance Policies 2.18 Company Intellectual Property 2.15(a) Company Materiality Terms 8.3(c) Company Plans 2.12 Company Preferred Stock 2.2 Company Required Statutory Approvals 2.4(c) Company SEC Reports 2.5(a) Company Stockholder Approval 2.4(a) Confidential Information 6.1(a) "control" 9.1(a) DLJ 2.14 Environmental Law 2.16(b) Hazardous Substances 2.16(c) -29- Indemnified Party 8.2 Indemnifying Party 8.2 Investor Preamble Losses 8.2(b) Material Contracts 2.17 Per Share Purchase Price 1.1 Series A Preferred Issuance 3.16 Series A Preferred Stock Preamble Special Meeting 3.16 Stockholder Suit 3.10(b) Terminating Investor Breach 8.4(e) Third Party Claims 8.2 SECTION 10 GENERAL 10.1 Amendments, Waivers and Consents. For the purposes of this -------------------------------- Agreement and all agreements, documents and instruments executed pursuant hereto, except as otherwise specifically set forth herein or therein, no course of dealing between the Company and the Investor and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No covenant or other provision hereof or thereof may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision, and no amendment to this Agreement shall be effective otherwise than by a written instrument signed by the Company and the Investor. The waiver or failure to insist upon strict compliance with any condition or provision hereof shall not operate as a waiver of, or estoppel with respect to, any subsequent or other waiver or failure. 10.2 Survival of Representations, Warranties and Covenants, ------------------------------------------------------ Assignability of Rights. All representations and warranties made herein and in - ----------------------- the certificates, exhibits or schedules delivered or furnished by or on behalf of a party to the other party in connection herewith or therewith shall be deemed material and to have been relied upon by the receiving party, and, except as otherwise provided in this Agreement, shall survive the delivery of the Series A Preferred Stock regardless of any instruction until 60 days after the Investor receives the audited financial statements of the Company for the year ended December 31, 2000, and shall not merge in the performance of any obligation and shall bind each party's successors, assigns and heirs, whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the successors and assigns of the receiving party and to transferees of the Series A Preferred Stock of the Investor, whether so expressed or not. 10.3 Governing Law. This Agreement shall be deemed to be a contract ------------- made under, and shall be construed in accordance with, the laws of the State of New -30- York (without giving effect to principles of conflicts of law the effect of which would cause the application of domestic substantive laws of any other jurisdiction). 10.4 Section Headings; Counterparts. The descriptive headings in this ------------------------------ Agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof. This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same document. 10.5 Notices and Demands. All notices and other communications ------------------- hereunder shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail (return receipt requested) or sent via facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) If to Investor to: CFE, Inc. 800 Connecticut Avenue, Two North Norwalk, CT 06854 Attention: Martin S. Greenberg Facsimile: (203) 852-3660 With a copies to: Winston & Strawn 200 Park Avenue New York, NY 10166 Attention: William D. Brewer Facsimile: (212) 294-4700 CFE, Inc. 800 Connecticut Avenue, Two North Norwalk, CT 06854 Attention: Jill A. G. Zellner Facsimile: (203) 852-3670 (ii) If to the Company, to: United Road Services, Inc. 17 Computer Drive West Albany, NY 12205 Attention: Gerald Riordan, President Facsimile: (518) 446-0676 -31- With a copy to: McDermott, Will & Emery 600 13th Street, NW Washington, D.C. 20005 Attention: Karen A. Dewis, Esq. Facsimile: (202) 756-8087 10.6 Severability. Whenever possible, each provision of this ------------ Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement. 10.7 Integration. This Agreement, including the exhibits, documents ----------- and instruments referred to herein (including the Ancillary Agreements), constitute all of the agreements and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the preferred stock investment provided for herein. 10.8 No Assignment. Except as otherwise provided herein, this ------------- Agreement may not be assigned, pledged, hypothecated or otherwise transferred without the consent of the non-assigning party except by the Investor to an Affiliate of the Investor. 10.9 Jurisdiction. Each party hereby irrevocably submits to the ------------ exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in such state solely in respect of any claim relating to the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, or otherwise in respect of the transactions contemplated hereby and thereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding in which any such claim is made that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over such parties and over the subject matter of any such claim and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 10.5, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. 10.10 Waiver of Jury Trial. Each party acknowledges and agrees that -------------------- any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury. Each party certifies and -32- acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) such party understands and has considered the implications of this waiver, (iii) such party makes this waiver voluntarily, and (iv) such party has been induced to enter into this Agreement by, among other things, the mutual waivers, agreements and certifications in this section. 10.11 Third-Party Beneficiary. Nothing expressed or implied in this ----------------------- Agreement is intended or shall be construed to confer upon or give any Person other than the parties hereto any rights or remedies under or by reason of this Agreement or any transaction contemplated hereby. IN WITNESS WHEREOF, the undersigned have executed this Agreement as a sealed instrument as of the day and year first above written. UNITED ROAD SERVICES, INC. By /s/ Gerald R. Riordan Name: Gerald R. Riordan Title: Chief Executive Officer CFE, INC. By: /s/ Charles H. Fenton III Name: Charles H. Fenton III Title: Duly Authorized Signatory -33- EX-99.2 3 0003.txt CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES EXHIBIT 2 CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A PARTICIPATING CONVERTIBLE PREFERRED STOCK, PAR VALUE, $0.001 PER SHARE OF UNITED ROAD SERVICES, INC. _______________ Pursuant to Section 151 of the General Corporation Law of the State of Delaware We, the undersigned, Gerald Riordan, Chief Executive Officer of United Road Services, Inc., a Delaware corporation (the "Corporation"), and Donald J. Marr, ----------- Chief Financial Officer of the Corporation, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, do hereby make this Certificate of Powers, Designations, Preferences and Rights (the "Certificate of Designations") and do hereby state and certify that the - ---------------------------- Corporation's Board of Directors duly adopted the following resolutions on April 14 and May 22, 2000. RESOLVED, that the Board of Directors hereby authorizes the issuance of a new series of preferred stock of the Corporation and hereby fixes the powers, designations, preferences and other rights thereof, and the qualifications, limitations and restrictions thereon as follows: 1. Number and Designation. A total of 662,119.13 shares of the ---------------------- Corporation's preferred stock shall be designated as Series A Participating Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred ------------------ Stock"). - ----- (a) The Series A Preferred Stock shall, as to dividends, distributions or redemptions, or as to distribution of assets and rights upon and following a Liquidation Event (as defined in Section 4(a)), rank senior to all other existing and future classes and series of capital stock of the Corporation. (b) Notwithstanding anything to the contrary contained in the Certificate of Incorporation of the Corporation, the vote of the holders of a majority of the shares of Series A Preferred Stock (the "Majority Holders"), ---------------- shall be a prerequisite to the designation or issuance of any shares of capital stock ranking pari passu with or senior to the Series A Preferred Stock as to dividends, distributions or redemptions, or as to distribution of assets and rights upon or following a Liquidation Event. 2. Voting Power. ------------ (a) Subject to the following proviso and the last sentence of this Section 2(a), the holder of each share of Series A Preferred Stock shall be entitled to the number of votes equal to the number of full shares of the Corporation's common stock, par value $0.01 per share (the "Common Stock"), into ------------ which such share of Series A Preferred Stock could be converted pursuant to Section 5 hereof (the "Number of Convertible Equivalent Shares") on the record -------------------------------- date for the vote or for written consent of stockholders, as applicable; provided, however, that except as provided in Sections 2(b) and 2(c) and the - -------- ------- following proviso of this sentence, the holders of Series A Preferred Stock shall not be entitled to vote in elections of directors; provided further, that -------- ------- if at anytime (i) the Majority Holders are not entitled to designate at least three members of the Board of Directors under Section 2(c) or (ii) if any Person is soliciting proxies or consents in support of or seeking the election of any director who has not been nominated by the Board of Directors, then the holders of Series A Preferred Stock shall be entitled to vote in the election of the directors of the Company with the holders of the Common Stock and all other shareholders entitled to vote thereon (so long as, in the case of clause (ii) of this proviso such vote is in favor of the Board of Directors' nominees). The holder of each share of Series A Preferred Stock shall be entitled to notice of any stockholders' meeting in accordance with the by-laws of the Corporation and shall vote with holders of the Common Stock (and all other shareholders entitled to vote thereon), voting together as a single class, upon all matters, other than elections of directors (except as set forth in Section 2(b) and the second proviso of the prior sentence), submitted to a vote of stockholders, excluding those matters required to be submitted to a class or series vote pursuant to the General Corporation Law of the State of Delaware and the terms of the Corporation's Certificate of Incorporation or by-laws. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half rounded up to one). (b) For so long as the Original Holders own (as reflected in the stock ledger of the Corporation on the record date for determining shareholders who are entitled to vote for the election of directors (the "Record Date")) at ----------- least 50% of the Adjusted Number of Shares Purchased (as defined below), the total number of directors shall be either 9 or 11, and in the event that the number of directors is 11, the Majority Holders shall be entitled to elect and designate 6 directors and in the event that the total number of directors is 9, the Majority Holders shall be entitled to elect and designate 5 of the directors of the Corporation; and -2- (c) If the Original Holders ever own (as reflected in the stock ledger of the Corporation on the relevant Record Date) less than 50% of the Adjusted Number of Shares Purchased, for so long as the Original Holders own at least 25% of the Adjusted Number of Shares Purchased (and regardless of whether the Original Holders subsequently regain ownership of 50% or more of the Adjusted Number of Shares Purchased), then the total number of directors shall be either 9 or 11, and the Majority Holders shall be entitled to elect and designate three directors of the Corporation (regardless of whether the number of directors is 9 or 11). If the Original Holders ever own (as reflected in the stock ledger of the Corporation on the relevant Record Date) less than 25% of the Adjusted Number of Shares Purchased, for so long as the Original Holders own at least 10% of the Adjusted Number of Shares Purchased (and regardless of whether the Original Holders subsequently regain ownership of 25% or more of the Adjusted Number of Shares Purchased), then the total number of directors shall be either 9 or 11, and the Majority Holders shall be entitled to elect and designate one director of the Corporation (regardless of whether the number of directors is 9 or 11). If the Original Holders shall ever fail to own (as reflected in the stock ledger of the Company on the relevant Record Date) at least 10% of the Adjusted Number of Shares Purchased (and regardless of whether the Original Holders subsequently regain ownership of 10% or more of the Adjusted Number of Shares Purchased), then the total number of directors shall be designated in accordance with the Corporation's by-laws and the holders of Series A Preferred Stock shall no longer be entitled, as a class, to elect any particular number of directors of the Corporation. The "Adjusted Number of ------------------ Shares Purchased" means the Number of Convertible Equivalent Shares purchased by - ---------------- the Original Holders (as increased, from time to time, by the number of shares of capital stock of the Corporation (as converted into Common Stock, if applicable) that the Original Holders purchase directly from the Corporation after the date hereof and as equitably adjusted, from time to time, in connection with any event requiring adjustment under Section 5(f) (an "Adjustment Event"), such adjustment to be made in a manner consistent with such ---------------- adjustment of the Conversion Price under Section 5(f)). The Majority Holders may remove, with or without cause, any or all of the directors elected by the holders of Series A Preferred Stock pursuant to this Section 2, and such directors may not be removed by vote of the outstanding shares as a whole, for cause or otherwise. In the event a vacancy is created on the Corporation's Board of Directors by reason of the incapacity, death, removal or resignation of any or all of the directors elected by the holders of Series A Preferred Stock pursuant to this Section 2, such vacancy shall be filled only by vote of the Majority Holders. Notwithstanding anything to the contrary, in any event where (x) this Certificate of Designations provides that the total number of directors may be either 9 or 11 and (y) the terms of that certain Amended and Restated Investors Agreement, dated as of April 14, 2000 (the "Charterhouse Investors Agreement"), -------------------------------- between the Corporation and Charter URS LLC ("Charterhouse") provide that ------------ Charterhouse or its Permitted Transferees (as such term is defined in the Charterhouse Investors Agreement) may nominate two directors to the board of directors, the board of directors shall consist of 11 members. -3- "Original Holders" shall mean Blue Truck Acquisition, LLC ("Blue ---------------- ---- Truck"), its respective Affiliates, partners, members or stockholders and the - ----- respective Affiliates, partners, members or stockholders of such Persons. "Affiliates" shall mean with respect to any Person, any other Person ---------- controlling, controlled by or under common control with such Person. "Person" means an individual, corporation, limited liability company, ------ partnership, association, trust or any other entity or organization. 3. Dividends. --------- (a) Mandatory Dividends. For the period prior to July 20, 2008, the ------------------- holders of each outstanding share of Series A Preferred Stock shall be entitled to receive cumulative dividends on the Series A Preferred Stock, at the rate per annum of (x) five and one half percent (5 1/2%) prior to July 20, 2006 and (y) five percent (5%) on and after July 20, 2006, of the Series A Preferred Base Liquidation Amount (as defined in Section 4(a) below) (a "Series A Preferred ------------------ Cumulative Dividend"), with such dividends to be paid in cash as set forth - ------------------- below. Series A Preferred Cumulative Dividends shall accrue on a daily basis commencing as of the date of issuance of the Series A Preferred Stock and shall be mandatorily paid immediately prior to a Liquidation Event (as defined in Section 4 below) (the date of such payment of the Series A Preferred Cumulative Dividend is referred to herein as the "Liquidation Dividend Payment Date"). --------------------------------- Series A Preferred Cumulative Dividends shall (i) be computed on the basis of actual number of days elapsed in a year of 360 days (consisting of twelve 30 day months), (ii) be paid either quarterly at the end of each calendar quarter (a "Quarterly Dividend Payment Date") if the Board of Directors of the Corporation, ------------------------------- in its sole and absolute discretion, elects to declare and pay the dividend for such quarter on or before the Quarterly Dividend Payment Date on which it is due, or cumulate on a quarterly basis to the extent unpaid by such Quarterly Dividend Payment Date, whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends (it being understood that if the dividend for a quarter is not paid by the Quarterly Dividend Payment Date on which a particular payment is due, then such dividend may not thereafter be paid in cash except upon liquidation as provided in Section 3(b)), and (iii) accrue and include dividends on arrearages, calculated at the end of each calendar quarter, at the rate of (x) five and one half percent (5 1/2%) per annum prior to July 20, 2006 and (y) five percent (5%) per annum on and after July 20, 2006 and prior to July 20, 2008. Series A Preferred Cumulative Dividends shall not accrue for the period on and after (i) July 20, 2008, or (ii) the Quarterly Dividend Payment Date next following the date on or after July 20, 2005 upon which the average of the closing prices of the Common Stock on the NASDAQ National Market (or such other national market system or exchange on which such shares are then listed, traded or quoted) exceeds, for a period of 30 consecutive trading days, 313% of the Conversion Price (as defined in Section 5(e)(i) below). (b) On a Liquidation Dividend Payment Date, all accrued dividends shall be paid in cash, unless the Liquidation Event is an Organic Change in which the only consideration received is securities of the acquiring company or an Affiliate thereof which are freely tradeable except for any transfer restrictions imposed by the -4- acquiring company or any limitations on resale imposed by Rule 144 or 145 of the Securities Act of 1933, as amended ("Marketable Securities"), so long as the --------------------- holders of the Series A Preferred Stock (or any securities into which Series A Preferred Stock may be exchanged in an Organic Change) have a right to require registration of such securities upon demand, in which case the accrued dividends may be paid, at the option of the Corporation, in such Marketable Securities. In addition, upon an optional conversion, or an automatic conversion triggered by an Organic Change, all dividends that have accrued since the next preceding Quarterly Dividend Payment Date (or the date of issuance in the case of such conversion prior to the first Quarterly Dividend Payment Date) and (without duplication) all dividends that have accrued from and after July 20, 2005 shall be paid in shares of Common Stock or in cash, at the option of the Majority Holders. If dividends are to be paid in shares of Common Stock pursuant to the preceding sentence, the value of such shares shall be determined, (A) in the case of an Organic Change (other than as set forth in clause (B), below), by the Net Per Share Price paid for shares of Common Stock on such Organic Change, (B) in the case of an Organic Change in which no per share price is paid for shares of Common Stock, mutually by the Board of Directors and the Majority Holders or, if the Board of Directors and the Majority Holders shall fail to agree, at the Corporation's expense by an appraiser chosen by the Board of Directors and reasonably acceptable to the Majority Holders or (C) in the case of a voluntary conversion, by the Current Market Price (as defined in Section 5(f)(iv) below). "Net Per Share Price" shall mean an amount equal to a quotient ------------------- expressed as a fraction (a) the numerator of which shall be the aggregate dollar amount (whether in cash or the fair market value of the consideration received) paid to the stockholders of the Corporation as consideration in an Organic Change plus the amount payable to any Person upon the exercise of Common Stock Equivalents (exclusive of Common Stock Equivalents that are not "in the money" at the price to be paid in the transaction constituting the Organic Change (or if there is no price to be paid, at the Current Market Price of the Common Stock)) and (b) the denominator of which shall be the number of shares of Common Stock outstanding on a fully diluted basis (assuming the conversion of the Series A Preferred Stock and exclusive of Common Stock Equivalents that are not "in the money") at the price to be paid in the transaction constituting the Organic Change (or if there is no price to be paid, at the Current Market Price of the Common Stock). "Common Stock Equivalent" shall mean any security or obligation which ----------------------- is by its terms convertible or exchangeable into shares of Common Stock or another Common Stock Equivalent, and any option, warrant or other subscription or purchase right with respect to Common Stock. (c) Participating Dividends. In addition to the mandatory dividends ----------------------- described in Section 3(a) above, the holders of the Series A Preferred Stock shall be entitled to receive out of funds legally available therefor, dividends (other than dividends paid in additional shares of Common Stock with respect to which an adjustment of the Conversion Price has been made in accordance with Section 5(f)(ii)) at the same rate as dividends are paid with respect to the Common Stock (treating each share of Series A Preferred Stock as being equal to the number of shares of Common Stock into which each such share of Series A Preferred Stock could be converted pursuant to the provisions of -5- Section 5(a) on the record date for determining the holders of Common Stock entitled to such dividend). 4. Liquidation. ----------- (a) Liquidation Preference. Upon any liquidation, dissolution or ---------------------- winding up of the Corporation, whether voluntary or involuntary (a "Liquidation ----------- Event"), holders of each outstanding share of Series A Preferred Stock shall be - ----- entitled to be paid out of the assets of the Corporation available for distribution to stockholders, whether such assets are capital, surplus or earnings, and before any amount shall be paid or distributed to the holders of any other capital stock of the Corporation, an amount per share of Series A Preferred Stock in cash equal to the sum of (i) $38.832 per share, adjusted appropriately for stock splits, reverse stock splits, stock dividends, recapitalizations and the like in the same manner as the Conversion Price is adjusted in accordance with Section 5(f) (the "Series A Preferred Base ----------------------- Liquidation Amount"), plus (ii) the amount of any and all unpaid Series A - ------------------ Preferred Cumulative Dividends (together with the Series A Preferred Base Liquidation Amount, the "Series A Preferred Liquidation Preference Amount"); ------------------------------------------------ provided, however, that if, upon any Liquidation Event, the amounts payable with - -------- ------- respect to the Series A Preferred Stock are not paid in full, the holders of the Series A Preferred Stock shall share ratably in any distribution of assets in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full. If and to the extent that the holders of the outstanding shares of Series A Preferred Stock have received all the Series A Preferred Liquidation Preference Amount, the holders of Series A Preferred Stock shall thereafter share ratably with the holders of Common Stock in the value received for the remaining assets and properties of the Corporation, if any, with distributions and payments, as the case may be, to be made to the holders of Series A Preferred Stock as if each share of Series A Preferred Stock had been converted into the number of shares of Common Stock into which each such share of Series A Preferred Stock could be converted pursuant to the provisions of Section 5(a) immediately prior to any such Liquidation Event. (b) Non-Cash Distributions. In the event of a Liquidation Event ---------------------- resulting in the availability of assets other than cash for distribution to the holders of the Series A Preferred Stock, the holders of the Series A Preferred Stock shall be entitled to a distribution of cash and/or assets equal in value to the Series A Preferred Liquidation Preference Amount and other distribution rights stated in Section 4(a). In the event that such distribution to the holders of the Series A Preferred Stock shall include any assets other than cash, the following provisions shall govern: The Board of Directors shall first determine the value of such assets for such purpose and shall notify all holders of shares of Series A Preferred Stock of such determination. The value of such assets for purposes of the distribution under this Section 4(c) shall be the value as determined by the Board of Directors in good faith and with due care, unless the Majority Holders shall object thereto in writing within 15 days after the date of such notice (the "Objecting Stockholders"). In the event of such ---------------------- objection, the valuation of such assets for purposes of such distribution shall be determined by an arbitrator mutually selected by a majority of the Objecting Stockholders (based on the number of shares of Series A Preferred Stock) and the Board of Directors, or in the event a single arbitrator cannot be agreed upon within 10 days after the written objection sent by the Objecting Stockholders, in accordance with the previous -6- sentence, the valuation of such assets shall be determined by an arbitration in which (i) the Objecting Stockholders shall have named in their notice of objection one arbitrator, (ii) the Board of Directors shall name a second arbitrator within 15 days from the receipt of such notice, (iii) the arbitrators selected by the Objecting Stockholders and the Board of Directors shall together select a third arbitrator within 15 days thereafter, and (iv) the three arbitrators thus selected shall determine the valuation of such assets within 15 days thereafter for purposes of such distribution by majority vote. The costs of such arbitration shall be borne equally by the Corporation and by the holders of the Series A Preferred Stock, pro rata based on the number of shares of Series A Preferred Stock held by the holders of the Series A Preferred Stock. Such determination of value and the sharing of costs by the holders of the Series A Preferred Stock shall be binding on all holders of Series A Preferred Stock. (c) Organic Change. "Organic Change" shall mean (a) (i) the merger or -------------- -------------- consolidation of the Corporation into or with one or more Persons, or (ii) the merger or consolidation of one or more Persons into or with the Corporation if, in the case of (i) or (ii) the stockholders of the Corporation prior to such merger or consolidation do not retain at least a majority of the voting power of the surviving Person, (b) the voluntary sale, conveyance, exchange or transfer to another Person of (i) the voting capital stock of the Corporation if, after such sale, conveyance, exchange or transfer, the stockholders of the Corporation prior to such sale, conveyance, exchange or transfer do not retain at least a majority of the voting power of the Corporation or (ii) all or substantially all of the assets of the Corporation or (c) a capital reorganization of the Corporation (other than by way of stock split, reverse stock split or combination of shares or stock dividends or distributions provided for in Sections 5(f)(i) or 5(f)(ii)). Notwithstanding anything to the contrary contained herein, any transaction that is consummated at a time when the Majority Holders have the right to designate a majority of the directors of the Corporation shall be an Organic Change if the Majority Holders do not have the right to designate a majority of the Board of Directors of the Corporation or its successor following such transaction on terms no less favorable than are set forth in Section 2(b) hereof. At the election of the Majority Holders, the results of which are conveyed to the Corporation at least five (5) business days prior to the closing of the Organic Change, an Organic Change shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section 4. (d) Notice. Not less than 15 days prior to the occurrence of any Liquidation Event, the Corporation will furnish each holder of Series A Preferred Stock notice in accordance with Section 6(a) hereof, together with a certificate prepared by the chief financial officer of the Corporation describing in detail the facts of such Liquidation Event, stating in detail the amount(s) per share of Series A Preferred Stock each holder of Series A Preferred Stock would receive pursuant to the provisions of Section 4(a) hereof and stating in detail the facts upon which such amount was determined. 5. Conversion. The Series A Preferred Stock may be converted as follows: ---------- (a) Voluntary Conversion. At any time, the holder of any shares of -------------------- Series A Preferred Stock may, at such holder's option, elect to convert (a "Voluntary Conversion") all or any portion of the shares of Series A Preferred -------------------- Stock held by such Person as follows: for each share of Series A Preferred Stock being converted, -7- the number of fully paid and nonassessable shares of Common Stock equal to the sum of (i) the quotient obtained by dividing (x) the Series A Preferred Base Liquidation Amount by (y) the Conversion Price (as defined in Section 5(e)(i) below) plus (ii) the quotient obtained by dividing (x) the amount, if any, by which the Series A Preferred Liquidation Preference Amount that has accrued at any time prior to July 20, 2005 exceeds the Series A Preferred Base Liquidation Amount by (y) the product of the Conversion Price and 0.85. Such sum is referred to as the "Series A Conversion Rate" and shall be computed as of the date of delivery by the holder of its notice of election to convert or immediately prior to a mandatory conversion in accordance with Section 5(c). (b) Mechanics of Voluntary Conversion. The Voluntary Conversion --------------------------------- of Series A Preferred Stock shall be conducted in the following manner: (i) Holder's Delivery Requirements. To convert Series A ------------------------------ Preferred Stock into full shares of Common Stock on any date (the "Voluntary Conversion Date"), the holder thereof shall (A) transmit by ------------------------- facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time on such date, a copy of a fully executed notice of conversion (the "Conversion Notice"), to the Chief Financial Officer of the ----------------- Corporation, and (B) surrender to a common carrier for delivery to the Corporation as soon as practicable following such date, the original certificates representing the shares of Series A Preferred Stock being converted (or an indemnification undertaking with respect to such shares in the case of their loss, theft or destruction) (the "Series A Stock -------------- Certificates") and the originally executed Conversion Notice. ------------ (ii) Corporation's Response. Upon receipt by the ---------------------- Corporation of the Conversion Notice, the Corporation shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder. Upon receipt by the Corporation of the Series A Stock Certificates to be converted pursuant to a Conversion Notice, together with the originally executed Conversion Notice, the Corporation or its designated transfer agent (the "Transfer Agent") (as applicable) shall -------------- issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, (A) a certificate, registered in the name of the holder or its designee, for the number of full shares of Common Stock to which the holder shall be entitled and, (B) in lieu of any fractional shares to which the holder would otherwise be entitled, a check for the amount of cash equal to the product of such fraction multiplied by the average of the closing trade prices of the Common Stock for the five consecutive trading days immediately preceding the Voluntary Conversion Date. If the number of shares of Series A Preferred Stock represented by the Series A Stock Certificate(s) submitted for conversion is greater than the number of shares of Series A Preferred Stock being converted, then the Corporation shall at its own expense, issue and deliver to the holder a new Series A Stock Certificate representing the number of shares of Series A Preferred Stock not converted under Section 5(a). -8- (c) Mandatory Conversion. -------------------- (i) Automatic Conversion. Immediately prior to the -------------------- occurrence of an Organic Change, each outstanding share of Series A Preferred Stock shall, automatically and without any action on the part of the holder thereof, convert, as of and subject to the closing of the Organic Change, into the number of fully paid and nonassessable shares of Common Stock at the Series A Conversion Rate. Notwithstanding the foregoing, mandatory conversion shall not occur with respect to any Series A Preferred Stock pursuant to this Section 5(c)(i) in the event that a liquidation election has been made in accordance with the provisions of Section 4(c). (ii) Mandatory Conversion Mechanics. The date of the ------------------------------ closing of the Organic Change referred to in Section 5(c)(i) is referred to herein as the "Mandatory Conversion Date." On the Mandatory Conversion ------------------------- Date, the outstanding shares of Series A Preferred Stock shall be converted automatically into Common Stock as provided in Section 5(c)(i) or 5(c)(ii) above, as appropriate, without any further action by the holders of such shares and whether or not the Series A Stock Certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, -------- however, that the Corporation shall not be obligated to issue certificates ------- evidencing the shares of Common Stock issuable upon conversion of any shares of Series A Preferred Stock unless the Series A Stock Certificates evidencing such shares of Series A Preferred Stock are either delivered to the Corporation or the holder notifies the Corporation that such Series A Stock Certificates have been lost, stolen, or destroyed, and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith. Upon the occurrence of the Mandatory Conversion of the Series A Preferred Stock pursuant to this Section 5(c), the holders of the Series A Preferred Stock who have not made the Liquidation Election in accordance with Section 4(c) shall surrender the Series A Stock Certificates representing the Series A Preferred Stock for which the Mandatory Conversion Date has occurred to the Corporation and the Corporation shall deliver the shares of Common Stock and the cash in lieu of fractional shares which are deliverable upon such conversion (in the same manner set forth in Section 5(b)(ii)) to the holder within three (3) business days of the holder's delivery of the applicable Series A Stock Certificates. (d) Record Holder. The conversion of the Series A Preferred ------------- Stock shall be deemed for all purposes to have been effected on the Voluntary Conversion Date or Mandatory Conversion Date, as applicable. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Series A Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Voluntary Conversion Date or Mandatory Conversion Date, as applicable. (e) Conversion Price. ---------------- -9- (i) The term "Conversion Price" shall mean the lesser of ---------------- (A) $20.00 and (B) an amount equal to the Thirty Day Average Share Price; provided, that if the Thirty Day Average Share Price is (A) greater than or -------- equal to $8.40 per share but less than or equal to $10.00 per share then the Conversion Price shall be $10.00, or (B) less than $8.40 per share then the Conversion Price shall be 120% of the Thirty Day Average Share Price, in each case subject to adjustment from time to time as provided in Section 5(f). (ii) The term "Thirty Day Average Share Price" shall mean ------------------------------ the average of the last reported sale prices per share of the Common Stock on the Nasdaq National Market (or on such other United States stock exchange or public trading market on which the shares of Common Stock are listed or trade at the time of the calculation) or, if such shares of Common Stock are not so reported or listed, the average of the last reported bid prices per share of the Common Stock, for the thirty consecutive trading days immediately preceding the date on which the Corporation first issues any shares of Series A Preferred Stock, as equitably adjusted for any reverse stock split of the Common Stock of the Company occurring during such 30 consecutive trading day period. If a reverse stock split is effected during such measurement period, then the sale price on all days prior to such effective date shall be adjusted by multiplying such price by the number of shares converted into one share of Common Stock in the reverse stock split. (f) Adjustments of Conversion Price. ------------------------------- (i) Adjustments for Stock Splits and Combinations. If the --------------------------------------------- Corporation shall at any time or from time to time after the issuance of Series A Preferred Stock effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Corporation shall at any time or from time to time after the issuance of Series A Preferred Stock effect a reverse stock split or otherwise combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the reverse stock split or combination shall be proportionately increased. Any adjustments under this Section 5(f)(i) shall be effective at the close of business on the date the stock split, reverse stock split or combination occurs. (ii) Adjustments for Certain Dividends and Distributions. --------------------------------------------------- If the Corporation shall at any time or from time to time after the issuance of Series A Preferred Stock, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Conversion Price then in effect by a fraction: the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of -10- business on such record date; and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (iii) Adjustments for Reclassification, Exchange or --------------------------------------------- Substitution. If the Common Stock issuable upon conversion of the Series A ------------ Preferred Stock at any time or from time to time after the issuance of Series A Preferred Stock shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split, reverse stock split or combination of shares or stock dividends provided for in Sections 5(f)(i) and (ii), or an Organic Change, then, and in each event, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise)) so that the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share of Series A Preferred Stock into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such share of Series A Preferred Stock might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (iv) Issuance of Common Stock or Common Stock Equivalent --------------------------------------------------- below Current Market Price. If at any time after the issuance of the Series -------------------------- A Preferred Stock the Corporation shall (i) issue Common Stock without consideration or for consideration per share of less than 90% of the Current Market Price per share of the Common Stock on the date of such issue, or (ii) issue Common Stock Equivalents with an exercise or conversion price that is less than both the Conversion Price then in effect and 90% of the Current Market Price per share of Common Stock on the date of such issue, then and in such event the Conversion Price shall be reduced, concurrently with such issue, to a new Conversion Price determined by multiplying the then current Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of shares of Common Stock so issued, or issuable upon exercise or conversion of such Common Stock Equivalents, would purchase at the Current Market Price; and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of such Common Stock so issued, or issuable upon exercise or conversion of such Common Stock Equivalents. In any such case in which the Conversion Price is adjusted as a result of issuance of Common Stock Equivalents, no further adjustment in the Conversion Price shall be made upon the subsequent issue of Common Stock upon the exercise or conversion of such Common Stock Equivalents. -11- "Current Market Price" shall mean the average of the last -------------------- reported sales prices per share of the Common Stock on the Nasdaq National Market (or on such other United States stock exchange or public trading market on which the shares of Common Stock are listed or trade at the time of the calculation) or, if such shares of Common Stock are not so reported or listed, the average of the last reported bid prices per share of the Common Stock, in each case, for the thirty consecutive trading days immediately preceding the date of determination or if no such bid prices are available, then the fair market value as determined at the Corporation's expense by an appraiser chosen by the Board of Directors and reasonably acceptable to the Majority Holders. (v) Adjustments for an Organic Change. If at any time, or --------------------------------- from time to time, after the issuance of Series A Preferred Stock, there shall be an Organic Change, then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share of Series A Preferred Stock into the kind and amount of shares of stock and other securities or property of the Corporation or any successor corporation resulting from the Organic Change to which such holder would have been entitled upon consummation of the Organic Change if such holder(s) had converted the Series A Preferred Stock immediately prior thereto. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5(f)(v) with respect to the rights of the holders of the Series A Preferred Stock after the Organic Change to the end that the provisions of this Section 5(f)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of the Series A Preferred Stock) shall be applied after that event in as nearly an equivalent manner as may be practicable. (vi) Certain Distributions. In case the Corporation shall --------------------- at any time, or from time to time, prior to conversion of the Series A Preferred Stock, distribute to holders of shares of the Common Stock (including any such distribution made in connection with a merger, consolidation or other business combination which is not an Organic Change) cash, evidences of indebtedness of the Corporation or another issuer, securities of the Corporation or another issuer or other assets (excluding dividends or distributions in which holders of shares of Series A Preferred Stock participate, in the manner provided in Section 3, and dividends payable in shares of Common Stock for which adjustment is made under another paragraph of this Section 5(f)(vi)) or rights or warrants to subscribe for or purchase securities of the Corporation, the Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Corporation) by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution less the then fair market value (as determined in accordance with the provisions of Section 4(b)) of the portion of the cash, evidences of indebtedness, securities or -12- other assets so distributed or of such rights or warrants applicable to one share of Common Stock and (y) the denominator of which shall be the Current Market Price of the Common Stock immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, -------- however, that no adjustment shall be made with respect to any distribution ------- of rights or warrants to subscribe for or purchase securities of the Corporation if the holders of shares of Series A Preferred Stock would otherwise be entitled to receive such rights or warrants upon conversion at any time of shares of Series A Preferred Stock into Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution. (g) Certain Issues Excepted. Anything herein to the contrary ----------------------- notwithstanding, the Corporation shall not be required to make any adjustment of the number of shares of Common Stock issuable upon conversion of (i) the Series A Preferred Stock hereunder, (ii) options or warrants or rights to purchase stock under any of the Corporation's employee or director stock option plans approved by the Corporation's Board of Directors or (iii) the Corporation's 8% Convertible Subordinated Debentures due 2008. (h) No Impairment. The Corporation shall not, by amendment of ------------- its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred Stock against impairment. (i) Issue Taxes. The Corporation shall pay any and all issue ----------- and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Series A Preferred Stock pursuant hereto; provided, -------- however, that the Corporation shall not be obligated to pay any transfer taxes - ------- resulting from any transfer requested by any holder in connection with any such conversion. (j) Fractional Shares. No fractional shares of Common Stock ----------------- shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the average of the closing trade prices of the Common Stock for the five consecutive trading days immediately preceding the Mandatory Conversion Date or the Voluntary Conversion Date, as applicable. (k) Reservation of Common Stock. The Corporation shall, so long --------------------------- as any shares of Series A Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Stock, such number of shares of -13- Common Stock as shall from time to time be sufficient to effect the conversion of all of the Series A Preferred Stock then outstanding. The Corporation shall, from time to time in accordance with applicable law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Corporation's obligations under this Section 5(k). 6. Notice. ------ (a) Liquidation Events, Etc. In the event (i) the Corporation ----------------------- establishes a record date to determine the holders of any class of securities who are entitled to receive any dividend or other distribution or who are entitled to vote at a meeting (or by written consent) in connection with any of the transactions identified in clause (ii) hereof, (ii) that any Liquidation Event or Organic Change, as applicable, becomes reasonably likely to occur, (iii) the Corporation shall declare a dividend, redemption or other distribution with respect to its Common Stock or (iv) of any Adjustment Event, the Corporation shall mail or cause to be mailed by first class mail (postage prepaid) to each holder of Series A Preferred Stock at least forty-five (45) days prior to such record date specified therein or the expected effective date of any such transaction, a notice specifying (A) the date of such record date for the purpose of such dividend or distribution or meeting or consent and a description of such dividend or distribution or the action to be taken at such meeting or by such consent, (B) the date on which any such Liquidation Event, Organic Change or Adjustment Event, as applicable, is expected to become effective, and (C) the date on which the books of the Corporation shall close or a record shall be taken with respect to any such event. (b) Waiver of Notice. Any holder of Series A Preferred Stock ---------------- may as to itself, at any time upon written notice to the Corporation, waive any notice provisions specified herein for the benefit of such holder. 7. Certain Remedies. Any registered holder of Series A Preferred ---------------- Stock shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Certificate of Designations and to enforce specifically the terms and provisions of this Certificate of Designations in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which such holder may be entitled at law or in equity. 8. No Reissuance of Series A Preferred Stock. No shares of Series A ----------------------------------------- Preferred Stock acquired by the Corporation by reason of purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue. [Signature page follows] -14- IN WITNESS WHEREOF, United Road Services, Inc. has caused this Certificate of Designations to be signed and attested by the undersigned this 20th day of July, 2000. UNITED ROAD SERVICES, INC. By: /s/ Gerald Riordan -------------------------------- Name: Gerald Riordan Title: Chief Executive Officer ATTEST: /s/ Donald J. Marr - ----------------------------------- Name: Donald J. Marr Title: Chief Financial Officer -15- EX-99.3 4 0004.txt CERTIFICATE OF CORRECTION EXHIBIT 3 CERTIFICATE OF CORRECTION OF Certificate of Powers, Designations, Preferences and Rights of The Series A Participating Convertible Preferred Stock, Par Value, $0.001 Per Share of United Road Services, Inc. It is hereby certified that: 1. The name of the corporation (hereinafter called the "Corporation") is United Road Services, Inc. 2. The Certificate of Powers, Designations, Preferences and Rights of the Series A Participating Convertible Preferred Stock, par value $0.001 per share, of the Corporation, which was filed by the Secretary of State of Delaware on July 20, 2000, is hereby corrected. 3. The inaccuracy to be corrected in said instrument is as follows: "4. Liquidation. ----------- (a) Liquidation Preference. Upon any liquidation, ---------------------- dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation Event"), holders of each outstanding ----------------- share of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to stockholders, whether such assets are capital, surplus or earnings, and before any amount shall be paid or distributed to the holders of any other capital stock of the Corporation, an amount per share of Series A Preferred Stock in cash equal to the sum of (i) $38.832 per share, adjusted appropriately for stock splits, reverse stock splits, stock dividends, recapitalizations and the like in the same manner as the Conversion Price is adjusted in accordance with Section 5(f) (the "Series A Preferred Base Liquidation Amount"), plus (ii) the amount of ------------------------------------------ any and all unpaid Series A Preferred Cumulative Dividends (together with the Series A Preferred Base Liquidation Amount, the "Series A -------- Preferred Liquidation Preference Amount"); provided, however, that if, ---------------------------------------- -------- ------- any Liquidation Event, the amounts payable with respect to the Series A Preferred Stock are not paid in full, the holders of the Series A Preferred Stock shall share ratably in any distribution of assets in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full. If and to the extent that the holders of the outstanding shares of Series A Preferred Stock have received all the Series A Preferred Liquidation Preference Amount, the holders of Series A Preferred Stock shall thereafter share ratably with the holders of Common Stock in the value received for the remaining assets and properties of the Corporation, if any, with distributions and payments, as the case may be, to be made to the holders of Series A Preferred Stock as if each share of Series A Preferred Stock had been converted into the number of shares of Common Stock into which each such share of Series A Preferred Stock could be converted pursuant to the provisions of Section 5(a) immediately prior to any such Liquidation Event." 4. The portion of the instrument in corrected form is as follows: "4. Liquidation. ----------- (a) Liquidation Preference. Upon any liquidation, ---------------------- dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation Event"), holders of each outstanding share ----------------- of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to stockholders, whether such assets are capital, surplus or earnings, and before any amount shall be paid or distributed to the holders of any other capital stock of the Corporation, an amount per share of Series A Preferred Stock in cash equal to the sum of (i) $40.778 per share, adjusted appropriately for stock splits, reverse stock splits, stock dividends, recapitalizations and the like in the same manner as the Conversion Price is adjusted in accordance with Section 5(f) (the "Series A Preferred Base Liquidation Amount"), plus (ii) the ------------------------------------------ amount of any and all unpaid Series A Preferred Cumulative Dividends (together with the Series A Preferred Base Liquidation Amount, the "Series A Preferred Liquidation Preference Amount"); ------------------------------------------------ provided, however, that if, upon any Liquidation Event, the -------- ------- amounts payable with respect to the Series A Preferred Stock are not paid in full, the holders of the Series A Preferred Stock shall share ratably in any distribution of assets in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full. If and to the extent that the holders of the outstanding shares of Series A Preferred Stock have received all the Series A Preferred Liquidation Preference Amount, the holders of Series A Preferred Stock shall thereafter share ratably with the holders of Common Stock in the value received for the remaining assets and properties of the Corporation, if any, with distributions and payments, as the case may be, to be made to the holders of Series A Preferred Stock as if each share of Series A Preferred Stock had been converted into the number of shares of Common Stock into which each such share of Series A Preferred Stock could be converted pursuant to the provisions of Section 5(a) immediately prior to any such Liquidation Event." Signed on July 21, 2000: By /s/ Gerald R. Riordan -------------------------- Name: Gerald R. Riordan Title: Chief Executive Officer EX-99.4 5 0005.txt REGISTRATION RIGHTS AGREEMENT EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of July 20, 2000 between United Road Services, Inc., a Delaware corporation (the "Company"), Blue Truck Acquisition, LLC, a Delaware limited liability company ("Blue Truck"), and CFE, Inc., a Delaware corporation ("CFE" and together with Blue Truck, the "Investors"). WHEREAS, the Company and Blue Truck have entered into that certain Purchase Agreement, dated as of April 14, 2000 (as amended, the "Blue Truck Purchase Agreement"), pursuant to which the Company is issuing and selling $25,000,000 worth of its shares of Series A Participating Convertible Preferred Stock (the "Series A Preferred Stock") to Blue Truck; WHEREAS, the Company and CFE have entered into that certain Purchase Agreement, dated as of July 20, 2000 (the "CFE Purchase Agreement" and together with the Blue Truck Purchase Agreement, the "Purchase Agreements"), pursuant to which the Company is issuing and selling $2,000,000 worth of its shares of Series A Preferred Stock to CFE; WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the Purchase Agreements. 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: 1. Definitions. For purposes of this Agreement: ----------- (a) "Certificate of Designations" means the Certificate of Powers, Designations, Preferences and Rights of the Series A Preferred Stock issued by the Company. (b) "Closing" means the closing of the sale and purchase of Series A Preferred Stock by the Company to the Investors. (c) "Common Stock" means the common stock, par value $0.01 per share, of the Company. (d) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. (e) "Form S-3" means such form under the Securities Act as in effect on the date hereof or any similar "short form" registration statement subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. (f) "Holder" means any Person owning or having the right to acquire Registrable Securities, or any assignee thereof in accordance with Section 11 hereof. (g) "Initiating Holders" means the Holder(s) initiating a registration request under Section 2(a) hereof. (h) "Investor Request" means a request from (i) Blue Truck or any Holders that in the aggregate beneficially own at least twenty-five percent (25%) of the Registrable Securities outstanding as of the date of such request, which percentage shall be determined based on the conversion described in Section 5 of the Certificate of Designations, that the Company file a registration statement under the Securities Act with respect to the Registrable Securities or (ii) CFE. (i) "Investors' Agreement" means the Investors' Agreement entered into as of the date hereof between the Company and Blue Truck. (j) "majority in interest of the Initiating Holders" means Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders. (k) "Person" means any individual, partnership, limited liability company, joint venture, corporation, association, trust or any other entity or organization. (l) "Preferred Shares" means shares of Series A Preferred Stock of the Company owned by an Investor or any assignee thereof in accordance with Section 11 hereof. (m) "Register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document. (n) "Registrable Securities" means (1) any shares of Common Stock directly or indirectly issuable or issued upon conversion of the Preferred Shares, (2) any shares of Common Stock hereafter acquired by the Investors (or any assignee thereof in accordance with Section 11) and (3) any shares of Common Stock issued to the Investors (or any assignee thereof in accordance with Section 11) as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Common Stock or other warrants, rights or securities; provided, however, that any Registrable -------- ------- Securities sold by an Investor in a transaction in which such Investor's rights under this Agreement are not assigned pursuant to Section 11 below shall cease to be Registrable Securities from and after the time of such sale. (o) "SEC" means the Securities and Exchange Commission. (p) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 2 (q) "Violation" means any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed pursuant to this Agreement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents filed under state securities or "blue sky" laws in connection therewith, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. 2. Request for Registration. ------------------------ (a) If the Company shall receive a written Investor Request, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(c) below, file (as expeditiously as practicable, and in any event within sixty (60) days after the receipt of such request) and use its best efforts to have declared effective a registration statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered by the giving of notice to the Company within thirty (30) days after the mailing of the Company's notice referred to above, each such notice to be given in accordance with Section 18 below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Section 2(a); provided, however, that notwithstanding -------- ------- anything herein to the contrary, in no event shall the Company be required to effect more than one underwritten offering in any 12 month period. In the event of an underwritten offering, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of the Initiating Holders; provided, however, that no Holder shall be required to make -------- ------- any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (whether by indemnification, contribution or otherwise) shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among the Holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by such Holders until such Holders have included in the underwriting all shares requested by such 3 Holders to be included and (ii) thereafter among any other holders of Common Stock who have exercised their piggyback registration rights, if permitted hereunder, with respect to such registration. (c) The Company shall be obligated to effect only four (4) registrations pursuant to an Investor Request under this Section 2 provided, -------- however, that the Company shall not be obligated to effect more than one (1) - ------- registration pursuant to this Section 2 in any six (6) month period; provided, -------- further, that (x) CFE shall be entitled to demand only one (1) and Blue Truck - ------- shall be entitled to demand only three (3) of such four (4) registrations and (y) Blue Truck or any of its Permitted Transferees eligible to make an Investor Request shall be entitled to make an Investor Request only with respect to at least twenty-five percent (25%) of the Registrable Securities outstanding as of such request. A registration which does not become and remain effective throughout the proposed plan of distribution or six (6) months, whichever is shorter, will not be considered one of the four (4) registrations required to be effected by the Company according to this Section 2(c). The Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2 if the registration request is subsequently withdrawn at the request of a majority of the Initiating Holders of the Registrable Securities to be registered (in which case all Initiating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration by the Initiating Holders); provided, however, -------- ------- that if at the time of such withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company different from that known to the Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Initiating Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 2. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for up to sixty (60) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this -------- ------- right for more than an aggregate of one hundred twenty (120) days in any twelve (12) month period; provided, further, that if at the time of any Investor -------- ------- Request for a registration pursuant to this Section 2, the Company has fixed plans (following a resolution of the Board of Directors of the Company so authorizing) to file within sixty (60) days after such request a registration statement covering the sale of any of its securities in a public offering under the Securities Act, no registration shall be required to be initiated pursuant to this Section 2 until ninety (90) days after the effective date of such Company registration unless the Company is no longer proceeding diligently to effect such registration and so long as the Company shall provide the Holders with the right to participate in such public offering pursuant to, and subject to, Section 3. (e) Upon the request of a majority of the Initiating Holders for the termination of a registration, the Company shall terminate such registration and such registration 4 shall not be considered one of the four (4) registrations required under Section 2(c); provided, that the Initiating Holders pay the expenses of such registration in accordance with Section 2(c) unless excused from doing so under the proviso set forth in Section 2(c). 3. Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than Holders of Registrable Securities) any of its Common Stock under the Securities Act in connection with the public offering of such Common Stock for cash (other than a registration on Form S-8 (or similar or successor form) relating to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 18, the Company shall, subject to the provisions of Section 9, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. The Company shall have no obligation under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make. 4. Obligations of the Company. Whenever required under this Agreement -------------------------- to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective promptly, and, upon the request of the Holders of a majority of the Registrable Securities being registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days or until the Holders have completed the distribution referred to in such registration statement, whichever occurs first (but in any event for at least any period required under the Securities Act); provided that before filing such registration statement or any amendments thereto, the Company will furnish to the Holders copies of all such registration statements or amendments thereto proposed to be filed. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such number of copies of such registration statement and of each amendment and supplement thereto (in each case without exhibits unless requested by such Holders), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as any of the Holders may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 5 (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or "blue sky" laws of such states or jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto (i) to qualify to do business in any state or jurisdiction where it would not otherwise be required to qualify but for the requirements of this clause (d), or (ii) to file a general consent to service of process in any such state or jurisdiction. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. (g) Notify each Holder of Registrable Securities covered by such registration statement and such Holder's underwriters, if any, and confirm such advice in writing: (i) when the registration statement has become effective, (ii) when any post-effective amendment to the registration statement becomes effective and (iii) of any request by the SEC for any amendment or supplement to the registration statement or prospectus or for additional information. (h) Notify each Holder of Registrable Securities if at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing, or should issue, a stop order suspending the effectiveness of the Registration Statement. Upon the occurrence of any of the events mentioned in the preceding sentence, the Company will use its best efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will advise each Holder of Registrable Securities promptly of any order or communication of any public board or body addressed to the Company suspending or threatening to suspend the qualification of any Registrable Securities for sale in any jurisdiction. (i) (x) cause to be delivered an opinion of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the Holders and, if applicable, the underwriters, and (y) use its commercially reasonable efforts to cause to be delivered, on the date that the registration statement with respect to such securities becomes effective, a "comfort" letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to (i) the underwriters in an underwritten public offering, addressed to the underwriters, and, a reaffirmation of such letter on the date that such Registrable Securities are delivered to the 6 underwriters for sale or (ii) in the case of an offering that is not an underwritten public offering, to the Holders. (j) As soon as practicable after the effective date of the registration statement, and in any event within sixteen (16) months thereafter, have "made generally available to its security holders" (within the meaning of Rule 158 under the Securities Act) an earnings statement (which need not be audited) covering a period of at least twelve (12) months beginning after the effective date of the registration statement and otherwise complying with Section 11(a) of the Securities Act. (k) List, if the Company meets the applicable listing requirements, the Registrable Securities subject to Section 2 on the National Market System of the Nasdaq Stock Market, and on each national securities exchange or automated quotation system upon which the shares to be registered are traded. 5. Amendments, Supplements to Prospectus. Immediately upon receipt of ------------------------------------- a notice referred to in Section 4(f) hereof, each Holder agrees to (i) cease making sales of securities pursuant to any then effective registration statement or any prospectus contained therein until it has received from the Company an amendment or supplement to the registration statement or prospectus and (ii) to promptly deliver to the Company any copies of the registration statement or such prospectus then in its possession. 6. Furnish Information. It shall be a condition precedent to the ------------------- obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. 7. Expenses of Registration. All expenses other than underwriting ------------------------ discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including (without limitation) all registration, filing and qualification fees, printers' fees, fees and expenses of counsel and accountants for the Company and the reasonable fees and disbursements of one counsel for the selling Holders, shall be borne by the Company, even if such registrations, filings, or qualifications do not become effective, subject to Section 2(c). 8. Underwriting Requirements. In connection with any underwritten ------------------------- offering initiated by the Company or any stockholder other than a Holder of Registrable Securities, the Company shall not be required under Section 3 to include any Holder's securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company or such stockholder and the underwriters selected by the Company or such stockholder, and then only in such quantity as will not, in the opinion of the underwriters, have an adverse effect on such offering by the Company; provided, however, that -------- ------- no Holder participating in such underwriting shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the 7 liability of such Holder (whether by indemnification, contribution or otherwise) shall be limited to an amount equal to the net proceeds from the offering received by such Holder. If a Holder complies with the requirements set forth in this Section 8, then such Holder shall have the right to be included in any underwritten offering by the Company, whether initiated by the Company or any stockholder, subject to the terms of Sections 2 and 3 and to the limitations set forth below in this Section 8. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the largest number of securities that the underwriters reasonably believe can be sold without having an adverse effect on such offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not have an adverse effect on such offering. The securities of the Holders included shall be allocated (i) first, among all Holders of Registrable Securities that have elected to participate in such underwritten offering and other holders of Common Stock who, by agreement in effect as of the date of the Closing, do not have their priority below that of the Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities and Common Stock, respectively, owned by such holders until such holders have included in the underwriting all shares requested by such holders to be included and (ii) thereafter among any other holders of Common Stock who have exercised their piggyback registration rights, if permitted hereunder, with respect to such registration. 9. Indemnification. In the event any Registrable Securities are --------------- included in a registration statement under this Agreement: (a) The Company will indemnify and hold harmless each Holder, its heirs, personal representatives and assigns, each of such Holder's officers, directors, partners, employees and affiliates, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon a Violation; and the Company will pay to each such indemnified party, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 9(a) - -------- ------- shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case to a particular indemnified party for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such indemnified party. (b) Each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder (and any affiliate thereof) selling securities in such registration statement and any controlling Person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law, insofar as such losses, claims, damages or 8 liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this Section 9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity -------- ------- agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that in no event shall the -------- ------- liability of any Holder under this Section 9(b) or otherwise in connection with the offering exceed the net proceeds from the offering received by such Holder. (c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall -------- ------- have the right to retain its own counsel (but no more than one separate counsel, plus any required local counsel) with the fees and expenses to be paid by the indemnifying party, if in the reasonable opinion of counsel to an indemnified party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interests between, or different defenses available to, such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 9 except if, and only to the extent that, the indemnifying party is actually prejudiced thereby. (d) The obligations of the Company and Holders under this Section 9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement. (e) Any indemnity agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party. (f) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, then, in lieu of indemnifying such indemnified party, the indemnifying 9 party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by or on behalf of the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary in this Section 9, no Holder shall be required, pursuant to this Section 9 or otherwise in connection with the offering, to contribute any amount in excess of the net proceeds received by such indemnifying party from the sale of Common Stock in the offering to which the losses, claims, damages, liabilities or expenses of the indemnified party relate. 10. Reports Under the Exchange Act. With a view to making available ------------------------------ to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (b) remain registered under the Exchange Act and file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. 11. Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Agreement may be assigned in whole or in part to any Person acquiring Registrable Securities from a Holder in compliance with the applicable provisions of any relevant agreement between such Holder and the Company, including with respect to Blue Truck the Investors' Agreement, provided that such transferee or assignee delivers to the Company a written instrument by which such transferee or assignee agrees to be bound by the obligations imposed on Holders under this Agreement to the same extent as if such transferee or assignee was a party hereto. 10 12. Amendment; Waiver. Any provision of this Agreement may be ----------------- amended only with the written consent of the Company and each of the Holders. The observance of any provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the party to be charged. Any amendment or waiver effected in accordance with this Section 12 shall be binding upon each Holder of Registrable Securities at the time outstanding, each future Holder of all such securities, and the Company. 13. Changes in Registrable Securities. If, and as often as, there --------------------------------- are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Registrable Securities as so changed. Without limiting the generality of the foregoing, the Company will require any successor by merger or consolidation to assume and agree to be bound by the terms of this Agreement, as a condition to any such merger or consolidation. 14. No Inconsistent Agreements. The Company represents and warrants -------------------------- that it has not granted to any Person the right to request or require the Company to register any securities issued by the Company, other than the rights granted to the Holders herein, the rights granted pursuant to the Amended and Restated Registration Rights Agreement dated April 14, 2000 between the Company and Charter URS LLC (the "Charter Agreement") and the rights disclosed in public filings or on Schedule 2.20(b) of the Purchase Agreements, which rights are not greater than the rights granted to the Holders herein. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or grant any additional registration rights to any Person or with respect to any securities which are not Registrable Securities which are prior in right to, equal in right to or inconsistent with the rights granted in this Agreement, and any such attempted agreements or grants shall be null and void and of no effect. Notwithstanding the foregoing, this paragraph 14 shall in no way diminish, alter or otherwise modify the rights granted to Charter URS LLC pursuant to the Charter Agreement. 15. Entire Agreement. This Agreement constitutes the full and entire ---------------- and agreement among the parties with regard to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein. 16. Governing Law. This Agreement shall be governed in all respects ------------- by the laws of the State of New York as such laws are applied to agreements between New York residents entered into and to be performed entirely within New York. 17. Successors and Assigns. The provisions hereof shall inure to the ---------------------- benefit of, and be binding upon, the successors, permitted assigns (as provided in Section 11), heirs, executors and administrators of the parties hereto. 11 18. Notices. Unless otherwise provided, any notice required or ------- permitted under this Agreement shall be given in writing and shall be deemed effectively given upon receipt by the party to be notified (including by telecopier, receipt confirmed) or three (3) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified (a) if to a party other than the Company, at such party's address set forth at the end of this Agreement or at such other address as such party shall have furnished to the Company in writing, or (b) if to the Company, at its address set forth at the end of this Agreement, or at such other address as the Company shall have furnished to the parties in writing. 19. Effectiveness. Notwithstanding anything to the contrary ------------- contained in this Agreement, this Agreement shall not become effective, and the Investors shall have no rights hereunder, unless and until the Closing has occurred. 20. Severability. Any invalidity, illegality or limitation on the ------------ enforceability of this Agreement or any part hereof, by any party whether arising by reason of the law of the respective party's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other parties. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 21. Titles and Sub-titles. The titles and sub-titles of the --------------------- Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 22. Delays or Omissions; Remedies Cumulative. It is agreed that no ---------------------------------------- delay or omission to exercise any right, power or remedy accruing to the parties, upon any breach or default of another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a party of any breach or default under this Agreement, or any waiver by a party of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to a party, shall be cumulative and not alternative. 23. Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 12 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written. UNITED ROAD SERVICES, INC. By: /s/ Gerald R. Riordan --------------------- Name: Gerald R. Riordan Title: Chief Executive Officer Address: - ------- 17 Computer Drive West Albany, NY 12205 Attn: Chief Executive Officer Telecopy: (518) 446-0580 BLUE TRUCK ACQUISITION, LLC By: /s/ Michael Psaros ------------------------- Name: Michael Psaros Title: President Address: - ------- 200 Park Avenue, 58th Floor New York, NY 10166 Attn: Stephen Presser Telecopy: (212) 867-7980 13 CFE, INC. By: /s/ Charles H.Fenton III ------------------------- Name: Charles H. Fenton III Title: Duly Authorized Signatory Address: - ------- 800 Connecticut Avenue, Two North Norwalk, CT 06854 Attention: Martin S. Greenberg Telecopy: (203) 852-3660 with copies to: Winston & Strawn 200 Park Avenue New York, NY 10166 Attention: William D. Brewer Telecopy: (212) 294-4700 CFE, Inc. 800 Connecticut Avenue, Two North Norwalk, CT 06854 Attention: Jill A.G. Zellner Telecopy: (203) 852-3670 14 EX-99.5 6 0006.txt LETTER AGREEMENT EXHIBIT 5 Blue Truck Acquisition, LLC c/o KPS Special Situations Fund, L.P. 200 Park Avenue, 58/th/ Floor New York, NY 10166 July 20, 2000 CFE, Inc. 800 Connecticut Avenue, Two North Norwalk, CT 06854 Attention: Martin S. Greenberg Re: Tag Along Rights -------------------- Ladies and Gentlemen: In connection with the purchase by Blue Truck Acquisition, LLC ("Blue Truck") and CFE, Inc. ("CFE") of $25,000,000 and $2,000,000, respectively, worth of Series A Participating Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), to be issued by United Road Services, Inc. (the "Company") pursuant to the certificate of powers, designations, preferences and rights of the Series A Preferred Stock (the "Certificate of Designations") filed by the Company with the Secretary of State of the State of Delaware, Blue Truck is pleased to provide you with this letter confirming certain arrangements between Blue Truck and CFE regarding "Tag Along" rights being provided by Blue Truck to CFE as more fully described below. Reference is made hereby to that certain Investors' Agreement, dated as of the date hereof, by and between the Company and Blue Truck (the "Investors' Agreement"). Blue Truck agrees that if it or any of its Permitted Transferees (as defined in the Investors' Agreement), acting individually or in concert (the "Selling Parties") directly or indirectly proposes to sell, transfer or otherwise dispose of shares of the Series A Preferred Stock or the Company's common stock received upon conversion of the Series A Preferred Stock (the "Common Stock") (other than a sale or transfer made (i) pursuant to and in compliance with Rule 144 promulgated under the Securities Act of 1933, as amended, or (ii) to a Permitted Transferee pursuant to Section 3 of the Investors' Agreement; provided, that, such Permitted Transferee shall have first -------- ---- agreed to abide by the terms of this letter with respect to all of the shares of Series A Preferred Stock or Common Stock to be acquired by it pursuant to a writing in form and substance reasonably acceptable to CFE) (each a "Sale"), then the Selling Parties shall refrain from effecting such Sale unless, prior to the consummation thereof, CFE shall have been afforded the opportunity to join in such Sale as hereinafter provided. Prior to the consummation of any such Sale, the Selling Parties shall cause the Person (as defined in the Investors' Agreement) or group that proposes to acquire such shares (the "Proposed Purchaser"), to offer in writing (the "Purchase Offer") to CFE to purchase shares of Series A Preferred Stock or Common Stock, as applicable, owned by CFE, such that the number of shares of Series A Preferred Stock or Common Stock, as applicable, so offered to be purchased from CFE shall be equal to the product obtained by multiplying the aggregate number of shares of Series A Preferred Stock or Common Stock, as applicable, proposed to be purchased by the Proposed Purchaser by a fraction, the numerator of which is the Number of Convertible Equivalent Shares (as such term is defined in the Certificate of Designations) then held by CFE and the denominator of which is the aggregate Number of Convertible Equivalent Shares then held by CFE and Blue Truck and its Permitted Transferees. If the Purchase Offer is accepted by CFE, then the number of shares of Series A Preferred Stock or Common Stock, as applicable, to be sold to the Proposed Purchaser by the Selling Parties shall be reduced by the aggregate number of shares of Series A Preferred Stock or Common Stock, as applicable, to be purchased by the Proposed Purchaser from CFE pursuant hereto. Such purchase from CFE shall be made at the highest price per share and otherwise on the same terms and conditions as the Proposed Purchaser shall have offered to purchase the shares of Series A Preferred Stock or Common Stock, as applicable, to be sold by the Selling Parties. The Purchase Offer shall set forth such price and such other terms and conditions in reasonable detail and identify the Proposed Purchaser and any Person that controls the Proposed Purchaser. CFE shall have 15 calendar days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer, and such acceptance shall be binding and irrevocable. The closing of such purchase shall occur not earlier than 15 days and not later than 30 days after such acceptance; provided, however, that such 30 calendar day period may be extended for a reasonable time not to exceed 90 days to the extent reasonably necessary to comply with any filing requirements under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, or to obtain any necessary consents. If CFE is in agreement with the foregoing, please indicate by signing below. Yours very truly, BLUE TRUCK ACQUISITION, LLC The foregoing is agreed to as By: /s/ Michael Psaros of the date first written above: ------------------------- Name: Michael Psaros --------------------- Title: President -------------------- CFE, INC By: /s/ Charles H. Fenton III --------------------------------- Name: Charles H.Fenton III ---------------------------- Title: Duly Authorized Signatory --------------------------- EX-99.6 7 0007.txt JOINT FILING AGREEMENT EXHIBIT 6 AGREEMENT REGARDING JOINT FILING Pursuant to Securities and Exchange Commission Regulation 240.13d-1(k)(l), the undersigned persons agree that a statement may be filed on behalf of each of the undersigned persons by CFE, Inc. with respect to the Preferred Stock and Common Stock of United Road Services, Inc. Further, each of the undersigned agrees that CFE, Inc., by any of its duly elected officers, shall be authorized to sign from time to time on behalf of the undersigned, any amendments to this Schedule 13D or any statements on Schedule 13G relating to United Road Services, Inc. which may be necessary or appropriate from time to time. Dated: July 28, 2000 CFE, INC., a Delaware corporation /s/ Robert O. O'Reilly By: ___________________________________ Name: Robert O. O'Reilly, Sr. Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation /s/ Robert O. O'Reilly By: ____________________________________ Name: Robert O. O'Reilly, Sr. Title: Attorney-in-fact GENERAL ELECTRIC CAPITAL SERVICES, INC., a Delaware corporation /s/ Robert O. O'Reilly By: ____________________________________ Name: Robert O. O'Reilly, Sr. Title: Attorney-in-fact GENERAL ELECTRIC CAPITAL SERVICES, INC., a New York corporation /s/ Robert O. O'Reilly By: ____________________________________ Name: Robert O. O'Reilly, Sr. Title: Attorney-in-fact EX-99.7 8 0008.txt POWER OF ATTORNEY FOR GENERAL ELECTRIC CO. EXHIBIT 7 POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Ambie Nancy E. Barton Jeffrey S. Werner Leon E. Roday Michael A. Gaudino Robert O. O'Reilly, Sr. Preston Abbott Murry K. Stegelmann James Ungari J. Gordon Smith Michael E. Praille Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries; And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in- fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2002. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 22/nd/ day of February, 2000. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ------------------- Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - --------------------- Robert E. Healing, Attesting Secretary EX-99.8 9 0009.txt POWER OF ATTORNEY FOR GENERAL ELECTRIC CAPITAL EXHIBIT 8 POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino Robert O. O'Reilly, Sr. Murry K. Stegelmann James Ungari Preston Abbott Leon E. Roday J. Gordon Smith Michael E. Praille Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2002. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 22/nd/ day of February, 2000. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton -------------------- Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. McAnaney - --------------------- Brian T. McAnaney, Assistant Attesting Secretary EX-99.9 10 0010.txt SCHEDULES SCHEDULE I TO SCHEDULE 13D CFE, INC. DIRECTORS AND EXECUTIVE OFFICERS
- ----------------------------------------------------------------------------------------------- Name Present Business Address Present Principal Occupation ---- ------------------------ ---------------------------- - ----------------------------------------------------------------------------------------------- DIRECTORS - ----------------------------------------------------------------------------------------------- Michael A. Gaudino 201 High Ridge Road President, CFE; President and Stamford, CT 06927 Chief Executive Officer, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- OFFICERS - ----------------------------------------------------------------------------------------------- Michael A. Gaudino 201 High Ridge Road President, CFE; President and Stamford, CT 06927 Chief Executive Officer, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- J. Gordon Smith 201 High Ridge Road Vice President, CFE; Stamford, CT 06927 Managing Director and Chief Financial Officer, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- Robert O. O'Reilly, Sr. 201 High Ridge Road Vice President, CFE; Stamford, CT 06927 Managing Director, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- James Ungari 201 High Ridge Road Vice President, CFE; Stamford, CT 06927 Managing Director, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- Murry K. Stegelmann 201 High Ridge Road Vice President, CFE; Stamford, CT 06927 Managing Director, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- Preston H. Abbott 201 High Ridge Road Vice President and Secretary, Stamford, CT 06927 CFE; Managing Director and General Counsel, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- Clifford H. Warren 201 High Ridge Road Vice President - Taxes, CFE; Stamford, CT 06927 Tax Director, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- Janet Williams 60 Long Ridge Road Vice President, CFE; Senior Stamford, CT 06927 Vice President, GE Capital Commercial Finance, Inc. - ----------------------------------------------------------------------------------------------- Kenneth M. Gacevich 2325 Lakeview Parkway Vice President, CFE; Vice Alpharetta, GA 30004 President, GE Capital Commercial Finance, Inc. - -----------------------------------------------------------------------------------------------
SCHEDULE II TO SCHEDULE 13D GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS
- ----------------------------------------------------------------------------------------------- Name Present Business Address Present Principal Occupation - ---- ------------------------ ---------------------------- - ----------------------------------------------------------------------------------------------- DIRECTORS - ----------------------------------------------------------------------------------------------- Nancy E. Barton GE Capital Senior Vice President, General 260 Long Ridge Road Counsel and Secretary, GE Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- James R. Bunt GE Vice President and Treasurer, GE 3135 Easton Turnpike Fairfield, CT 06431 - ----------------------------------------------------------------------------------------------- David L. Calhoun GE Aircraft Engines Executive Vice President and One Neumann Way Chief Operating Officer, GE Cincinnati, OH 45215-6301 Aircraft Engines - ----------------------------------------------------------------------------------------------- Dennis D. Dammerman GE Chairman, GECS; Vice 3135 Easton Turnpike Chairman, GE Fairfield, CT 06431 - ----------------------------------------------------------------------------------------------- Michael D. Frazier GE Financial Assurance President and Chief Executive Taylor Building Officer, GE Financial Assurance 6604 West Broad Street Richmond, VA 23230 - ----------------------------------------------------------------------------------------------- B.W. Heineman, Jr. GE Senior Vice President, General 3135 Easton Turnpike Counsel and Secretary, GE Fairfield, CT 06431 - ----------------------------------------------------------------------------------------------- Jeffrey R. Immelt GE Medical Systems President and Chief Executive 3000 N. Grandview Boulevard Officer, GE Medical Systems Waukesha, WI 53188 - ----------------------------------------------------------------------------------------------- W. James McNerney, Jr. GE Aircraft Engines President and Chief Executive One Neumann Way Officer, GE Aircraft Engines Cincinnati, OH 45215-6301 - ----------------------------------------------------------------------------------------------- John H. Meyers GE Investment Corporation Chairman and President, GE 3003 Summer Street Investment Corporation Stamford, CT 06904 - ----------------------------------------------------------------------------------------------- R.L. Nardelli GE Power Systems President and Chief Executive One River Road Officer, GE Power Systems Schenectady, NY 12345 - ----------------------------------------------------------------------------------------------- Dennis J. Nayden GE Capital President and Chief Executive 260 Long Ridge Road Officer, GE Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- Michael A. Neal GE Capital Executive Vice President, GE 260 Long Ridge Road Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- James A. Parke GE Capital Executive Vice President and 260 Long Ridge Road Chief Financial Officer, GE Stamford, CT 06927 Capital - ----------------------------------------------------------------------------------------------- Ronald R. Pressman Employers Reinsurance President and Chief Executive - -----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------- Corporation Officer, Employers Reinsurance 5200 Metcalf Corporation Overland Park, KS 66201 - ----------------------------------------------------------------------------------------------- Gary M. Reiner GE Senior Vice President and Chief 3135 Easton Turnpike Information Officer, GE Fairfield, CT 06431 - ----------------------------------------------------------------------------------------------- John M. Samuels GE Vice President and Senior 3135 Easton Turnpike Counsel, Corporate Taxes, GE Fairfield, CT 06431 - ----------------------------------------------------------------------------------------------- Keith S. Sherin GE Senior Vice President, Finance 3135 Easton Turnpike and Chief Financial Officer, GE Fairfield, CT 06431 - ----------------------------------------------------------------------------------------------- Edward D. Stewart GE Capital Executive Vice President, GE 1600 Summer Street Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- John F. Welch, Jr. GE Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer, GE Fairfield, CT 06431 - ----------------------------------------------------------------------------------------------- William A. Woodburn GE Capital Executive Vice President, GE 260 Long Ridge Road Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- OFFICERS -------- - ----------------------------------------------------------------------------------------------- Nancy E. Barton GE Capital Senior Vice President, General 260 Long Ridge Road Counsel and Secretary, GE Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- James A. Colica GE Capital Senior Vice President, Global 260 Long Ridge Road Risk Management, GE Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- Richard D'Avino GE Capital Senior Vice President, Taxes, 260 Long Ridge Road GE Capital Stamford, CT 06927 - -----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------- Robert L. Lewis GE Capital Senior Vice President, 260 Long Ridge Road Structured Finance Group, GE Stamford, CT 06927 Capital - ----------------------------------------------------------------------------------------------- Dennis J. Nayden GE Capital Chairman and Chief Executive 260 Long Ridge Road Officer, GE Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- Michael A. Neal GE Capital President and Chief Operating 260 Long Ridge Road Officer, GE Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- James A. Parke GE Capital Executie Vice President and 260 Long Ridge Road Chief Financial Officer, GE Stamford, CT 06927 Capital - ----------------------------------------------------------------------------------------------- Marc J. Saperstein GE Capital Senior Vice President, Human 260 Long Ridge Road Resources, GE Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- Edward D. Stewart GE Capital Executive Vice President, GE 1600 Summer Street Capital Stamford, CT 06927 - ----------------------------------------------------------------------------------------------- Jeffrey S. Werner GE Capital Senior Vice President, 260 Long Ridge Road Corporate Treasury and Stamford, CT 06927 Global Funding Operation, GE Capital - -----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------- William A. Woodburn GE Capital Executive Vice President, GE 260 Long Ridge Road Capital Stamford, CT 06927 - -----------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- SCHEDULE III TO SCHEDULE 13D GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------ Name Present Business Address Present Principal Occupation ---- ------------------------ ---------------------------- - ------------------------------------------------------------------------------------------ DIRECTORS --------- - ------------------------------------------------------------------------------------------ Nancy E. Barton GE Capital Senior Vice President, General 260 Long Ridge Road Counsel and Secretary, GE Stamford, CT 06927 Capital - ------------------------------------------------------------------------------------------ James R. Bunt GE Vice President and Treasurer, 3135 Easton Turnpike GE Fairfield, CT 06431 - ------------------------------------------------------------------------------------------ David L. Calhoun General Electric Appliances Executive Vice President and Appliance Park Chief Operating Officer, GE Louisville, KY 40225 Aircraft Engines - ------------------------------------------------------------------------------------------ Dennis D. Dammerman GE Vice Chairman, GE 3135 Easton Turnpike Fairfield, CT 06431 - ------------------------------------------------------------------------------------------ Michael D. Frazier GE Financial Assurance President and Chief Executive Taylor Building Officer, GE Financial 6604 West Broad Street Assurance Richmond, VA 23230 - ------------------------------------------------------------------------------------------ Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General 3135 Easton Turnpike Counsel and Secretary, GE Fairfield, CT 06431 - ------------------------------------------------------------------------------------------ Jeffery R. Immelt GE Medical Systems President and Chief Executive 3000 N. Grandview Boulevard Officer, GE Medical Systems Waukesha, WI 53188 - ------------------------------------------------------------------------------------------ W. James McNerney, Jr. GE Aircraft Engines President and Chief Executive One Neumann Way Officer, GE Aircraft and Cincinnati, OH 45215-6301 Engines - ------------------------------------------------------------------------------------------ John H. Myers GE Investment Corporation Chairman and President, GE 3003 Summer Street Investment Corporation Stamford, CT 06904 - ------------------------------------------------------------------------------------------ Robert L. Nardelli GE Power Systems President and Chief Executive One River Road Officer, GE Power Systems Schenectady, NY 12345 - ------------------------------------------------------------------------------------------ Denis J. Nayden GE Capital President and Chief Executive 260 Long Ridge Road Officer, GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ Michael A. Neal GE Capital Executive Vice President, GE 260 Long Ridge Road Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ James A. Parke GE Capital Executive Vice President and 260 Long Ridge Road Chief Financial Officer, GE Stamford, CT 06927 Capital - ------------------------------------------------------------------------------------------ Ronald R. Pressman Employers Reinsurance President and Chief Executive - ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------ Corporation Officer, Employers 5200 Metcalf Reinsurance Corporation Overland Park, KS 66201 - ------------------------------------------------------------------------------------------ Gary M. Reiner GE Senior Vice President and 3135 Easton Turnpike Chief Information Officer, GE Fairfield, CT 06431 - ------------------------------------------------------------------------------------------ John M. Samuels GE Vice President and Senior 3135 Easton Turnpike Counsel, Corporate Taxes, GE Fairfield, CT 06431 - ------------------------------------------------------------------------------------------ K.S. Sherin GE Senior Vice President, 3135 Easton Turnpike Finance and Chief Financial Fairfield, CT 06431 Officer, GE - ------------------------------------------------------------------------------------------ Edward D. Stewart GE Capital Executive Vice President, 260 Long Ridge Road GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ John F. Welch, Jr. GE Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer, GE Fairfield, CT 06431 - ------------------------------------------------------------------------------------------ William S. Woodburn GE Capital Executive Vice President, 260 Long Ridge Road GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ OFFICERS -------- - ------------------------------------------------------------------------------------------ Nancy E. Barton GE Capital Senior Vice President, 260 Long Ridge Road General Counsel and Stamford, CT 06927 Secretary, GE Capital - ------------------------------------------------------------------------------------------ James Colica GE Capital Senior Vice President, Global 260 Long Ridge Road Risk Management, GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ Dennis D. Dammerman GE Chairman, GECS; Vice 3135 Easton Turnpike Chairman, GE Fairfield, CT 06431 - ------------------------------------------------------------------------------------------ Richard D'Avino GE Capital Senior Vice President, Taxes, 260 Long Ridge Road GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ Michael D. Frazier GE Financial Assurance President and Chief Executive Taylor Building Officer, GE Financial 6604 West Broad Street Assurance Richmond, VA 23230 - ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------ Denis J. Nayden GE Capital President, GECS; Chairman and Chief 260 Long Ridge Road Executive Officer, GE Capital Stamford, CT 08927 - ------------------------------------------------------------------------------------------ Michael A. Neal GE Capital President and Chief Operating 260 Long Ridge Road Officer, GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ James A. Parke GE Capital Executive Vice President 260 Long Ridge Road and Chief Financial Stamford, CT 06927 Officer, GE Capital - ------------------------------------------------------------------------------------------ Ronald R. Pressman Employers Reinsurance President and Chief Corporation Executive Officer, 5200 Metcalf Employers Reinsurance Overland Park, KS 66201 Corporation - ------------------------------------------------------------------------------------------ Marc J. Saperstein GE Capital Senior Vice President, 260 Long Ridge Road Human Resources, GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ Edward D. Stewart GE Capital Executive Vice President 260 Long Ridge Road GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------ Jeffrey S. Werner GE Capital Senior Vice President, 260 Long Ridge Road Corporate Treasury and Stamford, CY 06927 Global Funding Operation - ------------------------------------------------------------------------------------------ William S. Woodburn GE Capital Executive Vice President, 260 Long Ridge Road GE Capital Stamford, CT 06927 - ------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- SCHEDULE IV TO SCHEDULE 13D GENERAL ELECTRIC COMPANY DIRECTORS AND EXECUTIVE OFFICERS
- ------------------------------------------------------------------------------------------ Name Present Business Address Present Principal Occupation ---- ------------------------ ---------------------------- - ------------------------------------------------------------------------------------------ DIRECTORS --------- - ------------------------------------------------------------------------------------------ J.I. Cash, Jr. Harvard Business School Professor of Business Morgan Hall Administration - Graduate Soldiers Field School of Business Boston, MA 02163 Administration Harvard University - ------------------------------------------------------------------------------------------ S. S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois Suite 103 Tool Works Lake Forest, IL 60045 - ------------------------------------------------------------------------------------------ D. D. Dammerman GE Chairman, GECS; Vice 3135 Easton Turnpike Chairman and Executive Fairfield, CT 06431 Officer, GE Capital - ------------------------------------------------------------------------------------------ P. Fresco Fiat SpA Chairman of the Board, via Nizza 250 Fiat SpA 10126 Torino, Italy - ------------------------------------------------------------------------------------------ A.M. Fudge Kraft Foods, Inc. Executive Vice President, 555 South Broadway Kraft Foods, Inc. Tarrytown, NY 10591 - ------------------------------------------------------------------------------------------ C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and S.A. de C.V. Chief Executive Officer, Jose Louis Lagrange 103, Kimberly-Clark de Mexico Tercero Piso S.A. de C.V. Colonia Los Morales Mexico, D.F. 11510, Mexico - ------------------------------------------------------------------------------------------ Andrea Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Executive Officer, Avon New York, NY 10105 Products, Inc. - ------------------------------------------------------------------------------------------ K.G. Langone Invemed Associates, Inc Chairman, President and 375 Park Avenue Chief Executive Officer, New York, NY 10152 Invemed Associates, Inc. - ------------------------------------------------------------------------------------------ Scott G. McNealy Sun Microsystems, Inc. Chairman, President and 901 San Antonio Road Chief Executive Officer, Palo Alto, CA 94303 Sun Microsystems - ------------------------------------------------------------------------------------------ G.G. Michelson Federated Department Stores Former Member of the Board 151 West 34th Street of Directors, Federated New York, NY 10001 Department Stores - ------------------------------------------------------------------------------------------ S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303 - ------------------------------------------------------------------------------------------ R.S. Penske Penske Corporation Chairman of the Board and - ------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 13400 Outer Drive, West President, Penske Detroit, MI 48239-4001 Corporation - -------------------------------------------------------------------------------- F.H.T. Rhoades Cornell University President Emeritus, 3104 Snee Building Cornell University Ithaca, NY 14853 - -------------------------------------------------------------------------------- A.C. Sigler Champion International Retired Chairman of the Corporation Board, Chief Executive 1 Champion Plaza Officer and Former Stamford, CT 06921 Director, Champion International Corporation - -------------------------------------------------------------------------------- D.A. Warner, III J.P. Morgan & Co., Inc., & Chairman of the Board, Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, J.P. New York, NY 10260 Morgan & Co. Incorporated and Morgan Guaranty Trust Company - -------------------------------------------------------------------------------- J. F. Welch, Jr. GE Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, GE - -------------------------------------------------------------------------------- EXECUTIVE OFFICERS ------------------ - -------------------------------------------------------------------------------- J. F. Welch, Jr. GE Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, GE - -------------------------------------------------------------------------------- P.D. Ameen GE Vice President and 3135 Easton Turnpike Comptroller, GE Fairfield, CT 06431 - -------------------------------------------------------------------------------- F.S. Blake GE Senior Vice 3135 Easton Turnpike President-Corporate Fairfield, CT 06431 Business Development, GE - -------------------------------------------------------------------------------- J.R. Bunt GE Vice President and 3135 Easton Turnpike Treasurer, GE Fairfield, CT 06431 - -------------------------------------------------------------------------------- W.J. Conaty GE Senior Vice President 3135 Easton Turnpike Human Resources, GE Fairfield, CT 06431 - -------------------------------------------------------------------------------- D.D. Dammerman GE Chairman, GECS; Vice 3135 Easton Turnpike Chairman, GE Fairfield, CT 06431 - -------------------------------------------------------------------------------- L.S. Edelheit GE Senior Vice President P.O. Box 8 Corporate Research and Schenectday, NY 12301 Development, GE - -------------------------------------------------------------------------------- Matthew J. Espe GE Senior Vice President, Nela Park GE Lighting Cleveland, Ohio 44112 - -------------------------------------------------------------------------------- B.W. Heineman, Jr. GE Senior Vice President, 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary, GE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- J.R. Immelt GE Senior Vice President, P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 - -------------------------------------------------------------------------------- L.R. Johnston GE Senior Vice President, Appliance Park GE Appliances Louisville, KY 40225 - -------------------------------------------------------------------------------- J. Krenicki, Jr. GE Vice President, GE 2901 East Lake Road Transportation Systems Erie, PA 16531 - -------------------------------------------------------------------------------- W.J. McNernery, Jr. GE Senior Vice President, 1 Neumann Way GE Aircraft Engines Cincinnati, OH 05215 - -------------------------------------------------------------------------------- R.L. Nardelli GE Senior Vice President, 1 River Road GE Power Systems Schenectady, NY 12345 - -------------------------------------------------------------------------------- R.W. Nelson GE Vice President- 3135 Easton Turnpike Corporate Financial Fairfield, CT 06431 Planning and Analysis, GE - -------------------------------------------------------------------------------- G.M. Reiner GE Senior Vice President 3135 Easton Turnpike and Chief Information Fairfield, CT 06431 Officer, GE - -------------------------------------------------------------------------------- J.G. Rice GE Vice President, GE 1 River Road Power Systems Schenectady, NY 12345 - -------------------------------------------------------------------------------- G.L. Rogers GE Senior Vice President, 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 - -------------------------------------------------------------------------------- K.S. Sherin GE Senior Vice President, 3135 Easton Turnpike Finance and Chief Fairfield, CT 06431 Financial Officer, GE - -------------------------------------------------------------------------------- L.G. Trotter GE Senior Vice President, 41 Woodward Avenue GE Industrial Systems Plainville, CT 06062 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----