UNITED ROAD SERVICES INC
AMEND.# 3 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>3
<FILENAME>dex1023.txt
<DESCRIPTION>AMEND.# 3 TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.23


AMENDMENT NO. 3 TO CREDIT AGREEMENT AMONG UNITED ROAD SERVICES INC., URS
SOUTHWEST, INC., URS NORTHEAST, INC., FAST TOWING, INC., CITY TOWING INC., EL
PASO TOWING, INC., URS OF TENNESSEE, INC., KEN LEHMAN ENTERPRISES INC., URS
MIDWEST, INC., URS WEST, INC., URS SOUTHEAST, INC., ROUSE'S BODY SHOP INC., AUTO
SERVICE CENTER, GARRY'S WRECKER SERVICE, INC., ENVIRONMENTAL AUTO REMOVAL, INC.,
E&R TOWING & GARAGE, INC., BILL & WAG'S, INC. AND ARRI BROTHERS, INC., AS
BORROWERS; GENERAL ELECTRIC CAPITAL CORPORATION, AS A LENDER, AND AS AGENT FOR
LENDERS; AND THE OTHER LENDERS

          This Amendment No. 3 to Credit Agreement, dated as of February 14,
2002 (this "Amendment"), is entered into by and among United Road Services, Inc.
("URSI"), URS Southwest, Inc., URS Northeast, Inc., Fast Towing, Inc., City
Towing Inc., El Paso Towing, Inc., URS of Tennessee, Inc., Ken Lehman
Enterprises Inc., URS Midwest, Inc., URS West, Inc., URS Southeast, Inc.,
Rouse's Body Shop Inc., Auto Service Center, Garry's Wrecker Service, Inc.,
Environmental Auto Removal, Inc., E&R Towing & Garage, Inc., Bill & Wag's, Inc.
and Arri Brothers, Inc. (each a "Borrower" and, collectively, "Borrowers"), as
Borrowers; General Electric Capital Corporation, as a Lender, and as Agent for
Lenders; and the other Lenders.

                                    RECITALS

      A.  Borrowers, Agent, Lenders, and Fleet Capital Corporation, as a Lender
and as Documentation Agent, are parties to that certain Credit Agreement, dated
as of July 20, 2000, as amended by Amendment No. 1 thereto, dated as of
September 25, 2000 and Amendment No. 2 thereto, dated as of March 30, 2001 (as
so amended and as hereafter further amended, restated or otherwise modified, the
"Credit Agreement").


      B.  Borrowers have notified Agent and Lenders that Events of Default are
in existence under the Credit Agreement as a result of Borrowers' breach of the
following financial covenants set forth in Annex G (Section 6.10) to Credit
Agreement (i) for the three Fiscal Quarters ended September 30, 2001: "Minimum
EBITDA" (Section (c) of Annex G), (ii) for the three Fiscal Quarters ended
September 30, 2001: "Minimum Fixed Charge Coverage Ratio" (Section (b) of Annex
G), (iii) for the twelve month period ended December 31, 2001: "Minimum Fixed
Charge Coverage Ratio" (Section (b) of Annex G), (iv) for the twelve month
period ended December 31, 2001: "Minimum EBITDA" (Section (c) of Annex G) and
(v) for the period ended as of the date hereof: "Minimum Excess Borrowing
Availability" (Section (d) of Annex G) (such Events of Default are collectively
referred to in this Amendment as the "Existing Events of Default").

<PAGE>


      C.  URS Midwest, Inc. has acquired all of the issued and outstanding
capital stock of Auction Transport, Inc., a Missouri corporation ("ATI")
pursuant to a contribution from URSI in connection with that certain Stock
Purchase Agreement, dated as of January 16, 2002, among URSI, ATI and Manheim
Services Corporation (the "ATI Acquisition");

      D.  The consummation of the ATI Acquisition on January 16, 2002 violates
Section 6.1 of the Credit Agreement and constitutes an Event of Default under
the Credit Agreement (the "ATI Acquisition Event of Default");

      E.  Borrowers have requested that Agent and Lenders waive the Existing
Events of Default, consent to the ATI Acquisition, waive the ATI Acquisition
Event of Default and otherwise amend the Credit Agreement, all as and to the
extent set forth in this Amendment.

      F.  Agent and Lenders are desirous of waiving the Existing Events of
Default, consenting to the ATI Acquisition, waiving the ATI Acquisition Event of
Default and amending the Credit Agreement, all as and to the extent set forth
herein and pursuant to the terms and conditions set forth in this Amendment.

      G.  This Amendment shall constitute a Loan Document and these Recitals
shall be construed as part of this Amendment.


          NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and of the Revolving Credit Advances and other
extensions of credit heretofore, now or hereafter made to, or for the benefit
of, Borrowers by Lenders, Borrowers, Agent and Lenders hereby agree as follows:

                                       2

<PAGE>

          1.   Definitions. Except to the extent otherwise specified herein,
               -----------
capitalized terms used in this Amendment shall have the same meanings ascribed
to them in the Credit Agreement and Annex A thereto.
                                    -------

          2.   Waivers.
               -------

          2.1. Existing Events of Default. Agent and Lenders hereby waive the
               --------------------------
Existing Events of Default. The foregoing waiver is only applicable and shall
only be effective in the specific instance and for the specific purpose for
which made. Such waiver is expressly limited to the facts and circumstances
referred to herein and shall not operate (a) as a waiver of or consent to
non-compliance with any other provision of the Credit Agreement or any other
Loan Document, (b) as a waiver of any other right, power or remedy of Agent or
Lenders under the Credit Agreement or any other Loan Document or (c) as a waiver
of or consent to any other Default or Event of Default under the Credit
Agreement or any other Loan Document.

          3.   Consent and Waiver.
               ------------------

          3.1. ATI Acquisition. Agent and Lenders hereby consent to the ATI
               ---------------
Acquisition and waive the ATI Acquisition Event of Default; provided, that, the
                                                            --------
ATI Acquisition shall have met the following conditions:


          (a)  the ATI Acquisition shall not subject Agent or Lenders to
      regulatory or third party approvals in connection with the exercise of
      their rights and remedies under the Credit Agreement or any other Loan
      Document;

          (b)  URSI shall have obtained all necessary third party consents and
      approvals in connection with the ATI Acquisition;

          (c)  the capital stock so acquired in the ATI Acquisition shall be
      acquired by URSI free and clear of all Liens and all Indebtedness;

          (d)  no Indebtedness shall be incurred or assumed to finance the ATI
      Acquisition unless otherwise expressly permitted under the Credit
      Agreement, including as amended by this Amendment, other than no more than
      $500,000 of prepaid expenses, which will be reimbursed by the Sellers
      pursuant to the Stock Purchase Agreement relating to the ATI Acquisition;

          (e)  Agent, on behalf of itself and Lenders, shall have been granted a
      first priority perfected security interest in and pledge of all (100%) of
      the capital stock being acquired pursuant to the ATI Acquisition and
      certificates representing all (100%) of the shares of ATI shall have been
      delivered to Agent, along with stock powers endorsed in blank;

                                       3

<PAGE>

          (f)  ATI shall have executed and delivered a Security Agreement, UCC
      financing statements and all other agreements, instruments, documents,
      certificates or filings requested by Agent, each in form and substance
      satisfactory to Agent;

          (g)  after giving effect to the ATI Acquisition and this Amendment,
      (i) no Default or Event of Default shall exist and (ii) Borrowers shall be
      in compliance with all of the terms and conditions contained in this
      Amendment and the Credit Agreement;

          (h)  ATI shall be a Borrower for all purposes of the Credit Agreement
      (including the guaranty provisions of Article 12 thereof) and the other
      Loan Documents, provided that none of ATI's accounts or vehicles shall
      constitute Eligible Accounts or Eligible Vehicles in any respect unless
      and until (x) Agent shall have completed a field examination and
      collateral audit of ATI with results satisfactory to Agent and (y) Agent
      shall otherwise, in its commercially reasonable judgment, consent to such
      inclusion.

          (i)  ATI shall hereby represent and warrant that it has does not now
      have nor will it acquire any Subsidiaries; and

          (j)  Borrowers shall provide to Agent and Lenders copies of the Stock
      Purchase Agreement and all other agreements, instruments, financial
      information and documents relating to the ATI Acquisition, which Stock
      Purchase Agreement and other agreements, instruments, financial
      information and documents shall be on terms and conditions, and in form
      and substance, satisfactory to the Agent.


      The foregoing waiver and consent is only applicable and shall only be
effective in the specific instance and for the specific purpose for which made.
Such waiver and consent is expressly limited to the facts and circumstances
referred to herein and shall not operate (a) as a waiver of or consent to
non-compliance with any other provision of the Credit Agreement or any other
Loan Document, (b) as a waiver of any other right, power or remedy of Agent or
Lenders under the Credit Agreement or any other Loan Document or (c) as a waiver
of or consent to any other Default or Event of Default under the Credit
Agreement or any other Loan Document.

          4.   Amendments. The Credit Agreement is hereby amended as follows:
               ----------

          4.1. Annex A. Each definition from Annex A to the Credit Agreement set
               -------
forth below is amended and restated in its entirety to read as follows:

          "Account Debtor" means any Person who may become obligated to any
Credit Party under, with respect to, or on account of, an Account, Chattel Paper
or General Intangibles (including a payment intangible).

          "Accounts" means all "accounts," as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party, including (a) all accounts
receivable, other receivables, book debts and other forms of obligations (other
than forms of obligations evidenced by Chattel Paper, or Instruments),
(including any such obligations that may be characterized as an account or
contract right under the Code), (b) all of each Credit Party's rights in, to and
under all

                                       4

<PAGE>

purchase orders or receipts for goods or services, (c) all of each Credit
Party's rights to any goods represented by any of the foregoing (including
unpaid sellers' rights of rescission, replevin, reclamation and stoppage in
transit and rights to returned, reclaimed or repossessed goods), (d) all rights
to payment due to any Credit Party for property sold, leased, licensed, assigned
or otherwise disposed of, for a policy of insurance issued or to be issued, for
a secondary obligation incurred or to be incurred, for energy provided or to be
provided, for the use or hire of a vessel under a charter or other contract,
arising out of the use of a credit card or charge card, or for services rendered
or to be rendered by such Credit Party or in connection with any other
transaction (whether or not yet earned by performance on the part of such Credit
Party), (e) all health care insurance receivables and (f) all collateral
security of any kind, given by any Account Debtor or any other Person with
respect to any of the foregoing.

          "Chattel Paper" means any "chattel paper," as such term is defined in
the Code, including electronic chattel paper, now owned or hereafter acquired by
any Credit Party.

          "Code" means the Uniform Commercial Code as the same may, from time to
time, be enacted and in effect in the State of New York; provided, that to the
extent that the Code is used to define any term herein or in any Loan Document
and such term is defined differently in different Articles or Divisions of the
Code, the definition of such term contained in Article or Division 9 shall
govern; provided further, that in the event that, by reason of mandatory
        -------- -------
provisions of law, any or all of the attachment, perfection or priority of, or
remedies with respect to, Agent's or any Lender's Lien on any Collateral is
governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the term "Code" shall mean the
Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment,
perfection, priority or remedies and for purposes of definitions related to such
provisions.

          "Documents" means all "documents," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located.

          "Equipment" means all "equipment," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located and,
in any event, including all such Credit Party's machinery and equipment,
including processing equipment, conveyors, machine tools, data processing and
computer equipment, including embedded software and peripheral equipment and all
engineering, processing and manufacturing equipment, office machinery,
furniture, materials handling equipment, tools, attachments, accessories,
automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor
vehicles, rolling stock and other equipment of every kind and nature, trade
fixtures and fixtures not forming a part of real property, together with all
additions and accessions thereto, replacements therefor, all parts therefor, all
substitutes for any of the foregoing, fuel therefor, and all manuals, drawings,
instructions, warranties and rights with respect thereto, and all products and
proceeds thereof and condemnation awards and insurance proceeds with respect
thereto.

          "Fixtures" means all "fixtures" as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party.

                                       5

<PAGE>

          "General Intangibles" means all "general intangibles," as such term is
defined in the Code, now owned or hereafter acquired by any Credit Party,
including all right, title and interest that such Credit Party may now or
hereafter have in or under any Contract, all payment intangibles, customer
lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor
and reissues, extensions or renewals thereof, rights in Intellectual Property,
interests in partnerships, joint ventures and other business associations,
licenses, permits, copyrights, trade secrets, proprietary or confidential
information, inventions (whether or not patented or patentable), technical
information, procedures, designs, knowledge, know-how, software, data bases,
data, skill, expertise, experience, processes, models, drawings, materials and
records, goodwill (including the goodwill associated with any Trademark or
Trademark License), all rights and claims in or under insurance policies
(including insurance for fire, damage, loss and casualty, whether covering
personal property, real property, tangible rights or intangible rights, all
liability, life, key man and business interruption insurance, and all unearned
premiums), uncertificated securities, choses in action, deposit, checking and
other bank accounts, rights to receive tax refunds and other payments, rights to
receive dividends, distributions, cash, Instruments and other property in
respect of or in exchange for pledged Stock and Investment Property, rights of
indemnification, all books and records, correspondence, credit files, invoices
and other papers, including without limitation all tapes, cards, computer runs
and other papers and documents in the possession or under the control of such
Credit Party or any computer bureau or service company from time to time acting
for such Credit Party.

          "Goods" means all "goods" as defined in the Code, now owned or
hereafter acquired by any Credit Party, wherever located, including embedded
software to the extent included in "goods" as defined in the Code, manufactured
homes, standing timber that is cut and removed for sale and unborn young of
animals.

          "Instruments" means all "instruments," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located,
and, in any event, including all certificated securities, all certificates of
deposit, and all promissory notes and other evidences of indebtedness, other
than instruments that constitute, or are a part of a group of writings that
constitute, Chattel Paper.

          "Inventory" means all "inventory," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located, and
in any event including inventory, merchandise, goods and other personal property
that are held by or on behalf of any Credit Party for sale or lease or are
furnished or are to be furnished under a contract of service, or that constitute
raw materials, work in process, finished goods, returned goods, or materials or
supplies of any kind, nature or description used or consumed or to be used or
consumed in such Credit Party's business or in the processing, production,
packaging, promotion, delivery or shipping of the same, including all supplies
and embedded software.

          "Investment Property" means all "investment property" as such term is
defined in the Code now owned or hereafter acquired by any Credit Party,
wherever located, including (i) all securities, whether certificated or
uncertificated, including stocks, bonds, interests in limited liability
companies, partnership interests, treasuries, certificates of deposit, and
mutual fund shares; (ii) all securities entitlements of any Credit Party,
including the rights of any Credit Party

                                       6

<PAGE>

to any securities account and the financial assets held by a securities
intermediary in such securities account and any free credit balance or other
money owing by any securities intermediary with respect to that account; (iii)
all securities accounts of any Credit Party; (iv) all commodity contracts of any
Credit Party; and (v) all commodity accounts held by any Credit Party.

          "Proceeds" means "proceeds," as such term is defined in the Code,
including (a) any and all proceeds of any insurance, indemnity, warranty or
guaranty payable to any Credit Party from time to time with respect to any of
the Collateral, (b) any and all payments (in any form whatsoever) made or due
and payable to any Credit Party from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any Governmental Authority (or any Person acting under
color of governmental authority), (c) any claim of any Credit Party against
third parties (i) for past, present or future infringement of any Patent or
Patent License, or (ii) for past, present or future infringement or dilution of
any Copyright, Copyright License, Trademark or Trademark License, or for injury
to the goodwill associated with any Trademark or Trademark License, (d) any
recoveries by any Credit Party against third parties with respect to any
litigation or dispute concerning any of the Collateral including claims arising
out of the loss or nonconformity of, interference with the use of, defects in,
or infringement of rights in, or damage to, Collateral, (e) all amounts
collected on, or distributed on account of, other Collateral, including
dividends, interest, distributions and Instruments with respect to Investment
Property and pledged Stock, and (f) any and all other amounts, rights to payment
or other property acquired upon the sale, lease, license, exchange or other
disposition of Collateral and all rights arising out of Collateral.

          4.2. Additional Definitions. The following defined terms are added to
               ----------------------
Annex A to the Credit Agreement in alphabetical order:

          "Deposit Accounts" means all "deposit accounts" as such term is
defined in the Code, now or hereafter held in the name of any Credit Party.

          "Letter-of-Credit Rights" means letter-of-credit rights as such term
is defined in the Code, now owned or hereafter acquired by any Credit Party,
including rights to payment or performance under a letter of credit, whether or
not such Credit Party, as beneficiary, has demanded or is entitled to demand
payment or performance.

          "Software" means all "software" as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party, other than software
embedded in any category of goods, including all computer programs and all
supporting information provided in connection with a transaction related to any
program.

          "Supporting Obligations" means all supporting obligations as such term
is defined in the Code, including letters of credit and guaranties issued in
support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments,
or Investment Property.

          "Uniform Commercial Code jurisdiction" means any jurisdiction that had
adopted all or substantially all of Article 9 as contained in the 2000 Official
Text of the Uniform

                                       7

<PAGE>

Commercial Code, as recommended by the National Conference of Commissioners on
Uniform State Laws and the American Law Institute, together with any subsequent
amendments or modifications to the Official Text.

                                       8

<PAGE>

          4.3. Article 5. Article 5, Affirmative Covenants, is hereby amended by
               ---------
inserting the following new Sections 5.14 and 5.15 at the end thereof:

          "5.14 ATI as Borrower. Each of the Borrowers (including ATI) hereby
                ---------------
acknowledges and agrees that ATI shall become and is hereby made a party to the
Credit Agreement and each other Loan Document as a Borrower. Each of the
Borrowers (including ATI) hereby acknowledges and agrees that ATI shall be a
Borrower under the Credit Agreement; provided that none of ATI's accounts or
vehicles shall constitute Eligible Accounts or Eligible Vehicles in any respect
unless and until (x) Agent shall have completed a field examination and
collateral audit of ATI and (y) Agent shall otherwise, in its commercially
reasonable judgment, consent to such inclusion.

          5.15 ATI Covenants. (a) ATI shall be a Borrower under and for the
               -------------
purposes of the Credit Agreement and the other Loan Documents. ATI covenants and
agrees to perform, comply with and be bound by each of the terms, conditions,
representations, warranties, covenants and other provisions contained in the
Credit Agreement (including, without limitation, the provisions applicable to
Borrower under the guaranty provisions of Article 12) and each other Loan
Document that are applicable to a Borrower or a Credit Party hereunder or
thereunder.

          (b)  ATI and each other Borrower covenants and agrees to permit Agent
to conduct an initial and such subsequent field examinations and collateral
audits of ATI's accounts or vehicles as Agent may from time to time request, all
at Borrowers' expense. In connection with each such field examination and
collateral audit, ATI and each other Borrower shall cooperate with and assist
Agent as and to the extent reasonably requested by Agent."

          4.4. Section 6.18. Section 6.18 is hereby amended and restated to read
               ------------
in its entirety as follows:

          "6.18 Leases; Real Estate Purchases. No Credit Party shall enter into
                -----------------------------
any operating lease for Equipment or Real Estate, if the aggregate of all such
operating lease payments payable in any year (or other period, as applicable)
for all Credit Parties on a consolidated basis would exceed the following:

          $13,000,000 for the year ended 12/31/02;

          $12,000,000 for the year ended 12/31/03;

          $11,500,000 for the year ended 12/31/04; and

          $5,500,000 for the period beginning 1/1/05 through and including
7/20/05."

                                       9

<PAGE>

          4.5. Minimum Fixed Charge Coverage Ratio. The Minimum Fixed Charge
               -----------------------------------
Coverage Ratios set forth in Section (b) of Annex G (Section 6.10) to the Credit
Agreement for the 12-month periods ended at the end of each Fiscal Quarter set
forth below (provided, however, that (w) in the case of Borrowers' Fiscal
             --------  -------
Quarters ended March 31, 2002, March 31, 2003, March 31, 2004 and March 31,
2005, this financial covenant shall be measured for the Fiscal Quarter then
ended, (y) in the case of Borrowers' Fiscal Quarter ended, June 20, 2002, June
30, 2003, June 30, 2004 and June 30, 2005, this financial covenant shall be
measured for the two Fiscal Quarters then ended, and (z) in the case of
Borrowers' Fiscal Quarter ended September 30, 2002, September 30, 2003, and
September 30, 2004, this financial covenant shall be measured for the three
Fiscal Quarters then ended), are hereby replaced with the following:

          Fiscal Quarter Ending          Minimum Fixed Charge Coverage Ratio
          ---------------------          -----------------------------------

          March 31, 2002                  1.0 to 1.0

          June 30, 2002                  1.05 to 1.0

          September 30, 2002              1.1 to 1.0

          December 31, 2002               1.1 to 1.0

          March 31, 2003                  1.0 to 1.0

          June 30, 2003                   1.1 to 1.0

          September 30, 2003              1.2 to 1.0

          December 31, 2003               1.2 to 1.0

          March 31, 2004                  1.3 to 1.0

          June 30, 2004                   1.3 to 1.0

          September 30, 2004              1.4 to 1.0

          December 31, 2004               1.4 to 1.0

          March 31, 2005                  1.5 to 1.0

          June 30, 2005                   1.5 to 1.0

                                       10

<PAGE>

          4.6. Minimum EBITDA. The Minimum EBITDA amounts set forth in Section
               --------------
(c) of Annex G (Section 6.10) to the Credit Agreement for each of the 12-month
periods ended at the end of each Fiscal Quarter set forth below (provided,
                                                                 --------
however, that (w) in the case of Borrowers' Fiscal Quarters ended March 31,
-------
2002, March 31, 2003, March 31, 2004 and March 31, 2005, this financial covenant
shall be measured for the Fiscal Quarter then ended, (y) in the case of
Borrowers' Fiscal Quarters ended June 30, 2002, June 20, 2003, June 30, 2004 and
June 30, 2005, this financial covenant shall be measured for the two Fiscal
Quarters then ended, and (z) in the case of Borrowers' Fiscal Quarters ended
September 30, 2002, September 30, 2003 and September 30, 2004, this financial
covenant shall be measured for the three Fiscal Quarters then ended), and for
each of the Fiscal Quarters ending thereafter, are hereby replaced with the
following:

          Fiscal Quarter Ending                      Minimum EBITDA
          ---------------------                      --------------

          March 31, 2002                             $ 2,900,000

          June 30, 2002                              $ 6,650,000

          September 30, 2002                         $10,200,000

          December 31, 2002                          $13,750,000

          March 31, 2003                             $ 3,650,000

          June 30, 2003                              $ 7,900,000

          September 30, 2003                         $12,400,000

          December 31, 2003                          $16,900,000

          March 31, 2004                             $ 4,600,000

          June 30, 2004                              $ 9,700,000

          September 30, 2004                         $15,000,000

          December 31, 2004                          $20,200,000

          March 31, 2005                             $ 5,300,000

          June 30, 2005                              $11,200,000

                                       11

<PAGE>

          4.7. Minimum Excess Borrowing Availability. Annex G (Section 6.10) to
               -------------------------------------
the Credit Agreement is hereby amended by deleting Section (d) thereof and
inserting the following in its place:

               "(d)  Minimum Excess Borrowing Availability. (i) Excess Borrowing
                     -------------------------------------
      Availability shall not be less than (i) $2,000,000 during any period of
      three (3) consecutive Business Days for the period beginning on the date
      hereof and ending on February 15, 2002, (ii) $3,000,000 during any period
      of three (3) consecutive Business Days for the period beginning on
      February 16, 2002 and ending on March 15, 2002 and (iii) $4,000,000 during
      any period of three (3) consecutive Business Days thereafter.

               (ii)  After March 15, 2002, excess Borrowing Availability shall
      not be less than $4,000,000 for more than a total of ten (10) Business
      Days during any period of ninety (90) consecutive days during the
      remaining term of this Agreement."

          5.   Conditions Precedent to Effectiveness. The effectiveness of the
               -------------------------------------
waivers set forth in Section 2, the consent and waiver set forth in Section 3
and the amendments set forth in Section 4 hereof are in each instance subject to
the satisfaction of each of the following conditions precedent:

          5.1. Amendment. This Amendment shall have been duly executed and
               ---------
delivered by the Borrowers, Agent and Lenders.

          5.2. No Default. No Default or Event of Default (other than the
               ----------
Existing Events of Default) shall have occurred and be continuing or would
result from the effectiveness of this Amendment or the consummation of any of
the transactions contemplated thereby.

          5.3. Amendment Fee. Borrowers shall have paid an amendment fee to
               -------------
Agent, for the account of each Lender which has approved this Amendment, as
evidenced by such Lender's timely execution and delivery of a counterpart
signature page to this Amendment, in an amount equal to 0.25% (i.e., 25 basis
points) of such approving Lender's Commitments immediately prior to the
effectiveness of this Amendment.

          5.4. Satisfaction of Section 3.1. Each of the conditions set forth in
               ---------------------------
Section 3.1 of this Amendment shall have been satisfied in a manner, and in form
and substance, satisfactory to Agent.

          5.5. Miscellaneous. Agent and Lenders shall have received such other
               -------------
agreements, instruments and documents as Agent or Lenders may reasonably
request.

          6.   Reference to and Effect Upon the Credit Agreement and other Loan
               ----------------------------------------------------------------
Agreements.
----------

          6.1. Except for the specific consent provided for in Section 3 above
and as specifically amended in Section 4 above, the Credit Agreement, the Notes
and each other Loan Document shall remain in full force and effect and each is
hereby ratified and confirmed.

                                       12

<PAGE>

          6.2. The execution, delivery and effect of this Amendment shall be
limited precisely as written and shall not be deemed to (i) be a consent to any
waiver of any term or condition (except for the specific waivers in Section 2
above and specific consent and waiver in Section 3 above), or to any amendment
or modification of any term or condition (except as specifically consented to in
Section 3 above and specifically amended in Section 4 above), of the Credit
Agreement or any other Loan Document or (ii) prejudice any right, power or
remedy which the Agent or any Lender now has or may have in the future under or
in connection with the Credit Agreement, the Notes or any other Loan Document.
Each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or any other word or words of similar import shall mean and
be a reference to the Credit Agreement as amended hereby, and each reference in
any other Loan Document to the Credit Agreement or any word or words of similar
import shall be and mean a reference to the Credit Agreement as amended hereby.

          7.   Counterparts. This Amendment may be executed in any number of
               ------------
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier shall
be as effective as delivery of a manually executed counterpart signature page to
this Amendment.

          8.   Costs and Expenses. As provided in Section 11.3 of the Credit
               ------------------
Agreement, Borrowers shall pay the fees, costs and expenses incurred by Agent in
connection with the preparation, execution and delivery of this Amendment
(including, without limitation, attorneys' fees).

          9.   GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
               -------------
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF
LAW PROVISIONS) OF THE STATE OF NEW YORK.

          10.  Headings. Section headings in this Amendment are included herein
               --------
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


                            [Signature Pages Follow]

                                       13

<PAGE>

          IN WITNESS WHEREOF, this Amendment No. 3 to Credit Agreement has been
duly executed as of the date first written above.


                                    BORROWERS:


                                    UNITED ROAD SERVICES, INC.


                                    By:   /s/ Patrick J. Fodale
                                       -----------------------------------------
                                    Name:     Patrick J. Fodale
                                         ---------------------------------------
                                    Title:    Chief Financial Officer
                                          --------------------------------------


                                    URS SOUTHWEST, INC.

                                    URS NORTHEAST, INC.

                                    FAST TOWING, INC.

                                    CITY TOWING INC.

                                    EL PASO TOWING, INC.

                                    URS OF TENNESSEE, INC.

                                    KEN LEHMAN ENTERPRISES INC.

                                    URS MIDWEST, INC.

                                    URS WEST, INC.

                                    URS SOUTHEAST, INC.

                                    ROUSE'S BODY SHOP INC.

<PAGE>

                                    AUTO SERVICE CENTER

                                    GARRY'S WRECKER SERVICE, INC.

                                    ENVIRONMENTAL AUTO REMOVAL, INC.

                                    E&R TOWING & GARAGE, INC.

                                    BILL & WAG'S, INC.

                                    ARRI BROTHERS, INC.


                                    By:   /s/ Patrick J. Fodale
                                       -----------------------------------------
                                    Name:     Patrick J. Fodale
                                         ---------------------------------------
                                    Title:    Chief Financial Officer
                                          --------------------------------------


                                    AUCTION TRANSPORT, INC., as a Borrower


                                    By:   /s/ Patrick J. Fodale
                                       -----------------------------------------
                                    Name:     Patrick J. Fodale
                                         ---------------------------------------
                                    Title:    Chief Financial Officer
                                          --------------------------------------

<PAGE>

                                    GENERAL ELECTRIC CAPITAL
                                    CORPORATION,
                                    as Agent and Lender

                                    By:   /s/ Charles Fenton
                                       -----------------------------------------
                                          Duly Authorized Signatory

<PAGE>

                                    FLEET CAPITAL CORPORATION,
                                    as Lender


                                    By:   /s/ Thomas Karlov
                                       -----------------------------------------
                                    Name:     Thomas Karlov
                                         ---------------------------------------
                                    Title:    Sr. V.P.
                                          --------------------------------------

<PAGE>

                                    LASALLE BUSINESS CREDIT, INC.,
                                    as Lender


                                    By:   /s/ Anthony Lavinio
                                       -----------------------------------------
                                    Name:     Anthony Lavinio
                                         ---------------------------------------
                                    Title:    Assistant Vice President
                                          --------------------------------------

<PAGE>

                                    COMERICA BANK,
                                    as Lender

                                    By:   /s/ Russell A. Stokes
                                       -----------------------------------------
                                    Name:     Russell A. Stokes
                                         ---------------------------------------
                                    Title:    Vice President
                                          --------------------------------------


</TEXT>
</DOCUMENT>
