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,
<PAGE>
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."
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
<PAGE>
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
