Nationsrent Companies Inc Sample Contracts

NATIONSRENT COMPANIES, INC. $150,000,000 Principal Amount 9½% Senior Notes due 2015 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 27th, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

NationsRent Companies, Inc., a Delaware corporation (the "Company") is issuing and selling to Jefferies & Company, Inc. (the "Initial Purchaser"), upon the terms set forth in the Purchase Agreement dated April 21, 2005 by and among the Company, the Initial Purchaser, and the subsidiary guarantors named therein (the "Purchase Agreement"), $150,000,000 aggregate principal amount 9½% Senior Notes due 2015 issued by the Company (each, a "Note" and collectively, the "Notes"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto (the "Subsidiary Guarantors") agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2006 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • Florida

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of September 11, 2003, between NR Holdings, Inc., a Delaware corporation (the “Company”), and Charles Snyder (the “Executive”).

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THIRD AMENDMENT
Credit Agreement • April 27th, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

THIS THIRD AMENDMENT dated as of April 21, 2005 (the "Amendment") relating to the Credit Agreement referenced below, is by and among NATIONSRENT COMPANIES, INC., a Delaware corporation (formerly known as NR HOLDINGS, INC.) (the "Company"), NATIONSRENT, INC., a Delaware corporation ("NationsRent"), each of the other Subsidiaries of the Company and/or NationsRent identified on the signature pages hereto as a Borrower (collectively referred to as the "Subsidiary Borrowers" or individually referred to as a "Subsidiary Borrower") (hereinafter, the Company, NationsRent and the Subsidiary Borrowers collectively referred to as the "Borrowers" or individually referred to as a "Borrower"), each of the financial institutions identified as Lenders on the signature pages hereto (referred to individually as a "Lender" and, collectively, as the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"), as administrative agent (in such capacity, the "Administrative Agent" or the "Agent"). Capit

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AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 16th, 2004 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • Delaware

This Amended and Restated Indemnification Agreement (the "Agreement") is entered into as of June 13, 2003, by and among NationsRent Companies, Inc. (formerly known as NR Holdings, Inc.), a Delaware corporation (the "Company") and ______________ (the "Indemnitee").

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STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware

This Stockholders' Agreement (this "Agreement") dated as of June 13, 2003, by and among (i) NR Holdings, Inc., a Delaware corporation (the "Company"), (ii) the holders of the Company's Common Stock (as defined below) identified in Exhibit A hereto (the "Common Stockholders"), (iii) the holders of the Company's Preferred Stock (as defined below) identified in Exhibit B hereto (the "Preferred Stockholder") and (iv) each of the persons who shall, after the date hereof, acquire any class or series of capital stock, as of the date of such acquisition, including, without limitation, any holder of any Convertible Notes, upon conversion of such notes ("New Stockholders"), and join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession acknowledging such New Stockholder's intention to be bound by the terms of this Agreement (each of such aforementioned persons in (ii), (iii) and (iv) being hereinafter referred to collectively as the "Stockh

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AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • April 1st, 2004 • Nationsrent Companies Inc • New York

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Security Agreement") entered into as of October 23, 2003 by and among NATIONSRENT COMPANIES, INC., a Delaware corporation formerly know as NR Holdings, Inc. (the "Company"), NATIONSRENT, INC., a Delaware corporation formerly known as Las Olas Thirteen Corporation ("NationsRent"), each of the other Subsidiaries of the Company identified on the signature pages hereto as a Borrower and any other Subsidiaries of the Company which may from time to time become party hereto (collectively referred to as the "Subsidiary Borrowers" or individually referred to as a "Subsidiary Borrower") (hereinafter, the Company, NationsRent and the Subsidiary Borrowers collectively referred to as the "Obligors" or individually referred to as an "Obligor"), WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent under the Credit Agreement referred to below (in such capacity, the "Agent") for the several banks and other financial institution

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AGREEMENT AND PLAN OF MERGER by and among ASHTEAD GROUP PLC, SUNBELT RENTALS, INC. NEPTUNE VENTURES GROUP, INC. and NATIONSRENT COMPANIES, INC. Dated as of July 18, 2006
Merger Agreement • July 21st, 2006 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of July 18, 2006, by and among Ashtead Group plc, a company with limited liability incorporated under the laws of England and Wales ("Parent"), Sunbelt Rentals, Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent ("Intermediate Parent"), Neptune Ventures Group, Inc., a Delaware corporation and wholly-owned direct subsidiary of Intermediate Parent ("Merger Sub"), and NationsRent Companies, Inc., a Delaware corporation (the "Company").

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LIMITED LIABILITY COMPANY AGREEMENT OF NATIONSRENT DEALER GROUP, LLC
Limited Liability Company Agreement • May 16th, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of NationsRent Dealer Group, LLC (the "Company") is made, adopted and entered into effective as of the 6 day of January, 2005, by NationsRent USA, Inc., a Delaware corporation, as the sole member of the Company (the "Sole Member").

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AGREEMENT FOR WHOLESALE FINANCING (Industrial/Construction — Rental/COMS)
Wholesale Financing Agreement • May 2nd, 2006 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • Illinois

This Agreement for Wholesale Financing (“Agreement”) is made between GE Commercial Distribution Finance Corporation (“CDF”) and NationsRent Companies, Inc., a Delaware corporation (“Parent”), and each of its direct and indirect subsidiaries party hereto (collectively, with Parent, “Dealers” and each, individually, a “Dealer”), having its chief executive office located at 450 East Las Olas Blvd., Suite 1400, Ft. Lauderdale, Florida 33301.

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SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • March 31st, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • Delaware

THIS SECOND AMENDMENT, dated as of December 10, 2004 (this "Amendment"), to the STOCKHOLDERS' AGREEMENT, dated as of June 13, 2003 (the "Agreement"), by and among NationsRent Companies, Inc., a Delaware corporation (the "Company") and the stockholders (the "Stockholders") listed on the signature pages thereto as amended by that certain First Amendment to the Stockholders' Agreement, dated as of July 9, 2003. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.

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FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware

THIS FIRST AMENDMENT, dated as of July 9, 2003 (this "Amendment"), to the STOCKHOLDERS' AGREEMENT, dated as of June 13, 2003 (the "Agreement"), by and among NR Holdings, Inc., a Delaware corporation (the "Company") and the stockholders (the "Stockholders") listed on the signature pages thereto. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.

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FORM OF NOTE]
Security Note • May 16th, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 7th, 2006 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 1, 2006, among NationsRent Companies, Inc., a Delaware corporation (the “Company”), the Guarantors listed as signatories hereto (the “Guarantors”), and Wilmington Trust Company, as trustee (the “Trustee”).

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THIRD AMENDMENT TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • November 15th, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • Delaware

THIS THIRD AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of September 14, 2005 (this “Amendment”), by and among NationsRent Companies, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company (the “Stockholders”) listed on the signature pages hereto, amends the Stockholders’ Agreement, dated as of June 13, 2003, as amended and in effect on the date hereof prior to giving effect to the Amendment (the “Agreement”), among the Company and the Stockholders party thereto. Capitalized terms not defined herein shall have the meaning set forth in the Agreement, as amended by the Amendment (the “Amended Agreement”).

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NATIONSRENT LIQUIDATING TRUST AGREEMENT
Liquidating Trust Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware

This NationsRent Liquidating Trust Agreement (the "Agreement") dated as of June 13, 2003 by and among NationsRent, Inc. ("NationsRent"), and NationsRent USA, Inc., NationsRent Transportation Services, Inc., NR Delaware, Inc., NRGP, Inc., NationsRent West, Inc., Logan Equipment Corp., NR Dealer, Inc., NR Franchise Company, BDK Equipment Company, Inc., NationsRent of Texas, LP and NationsRent of Indiana, LP (collectively with NationsRent, along with any successors in interest, the "Debtors"), as settlors, and Perry Mandarino as trustee (the "Initial Trustee"), for the benefit of the holders of Allowed Class C-4 Claims under the terms of the First Amended Joint Plan of Reorganization of NationsRent and the other Debtors filed in the above-captioned matter (as modified by certain modifications filed with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on April 16, 2003, May 6, 2003 and May 13, 2003 (the "Plan") and confirmed by the Bankruptcy Court

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 1st, 2004 • Nationsrent Companies Inc • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2003 (the "Amendment")relating to the Credit Agreement referenced below, is by and among NATIONSRENT COMPANIES, INC., a Delaware corporation (formerly know as, NR HOLDINGS, INC.) (the "Company"), NATIONSRENT, INC., a Delaware corporation ("NationsRent"), each of the other Subsidiaries of the Company and/or NationsRent identified on the signature pages hereto as a Borrower (collectively referred to as the "Subsidiary Borrowers" or individually referred to as a "Subsidiary Borrower") (hereinafter, the Company, NationsRent and the Subsidiary Borrowers collectively referred to as the "Borrowers" or individually referred to as a "Borrower"), each of the financial institutions identified as Lenders on the signature pages hereto (referred to individually as a "Lender" and, collectively, as the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"), as administrative agent (in such capacity, the "A

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INDENTURE, Dated as of April 26, 2005, AMONG NATIONSRENT COMPANIES, INC., as Issuer, WILMINGTON TRUST COMPANY, as Trustee, AND THE GUARANTORS NAMED HEREIN, as Guarantors, 9½% Senior Notes due 2015
Indenture • April 27th, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York
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FOURTH AMENDMENT
Credit Agreement • August 14th, 2006 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

THIS FOURTH AMENDMENT dated as of April 24, 2006 (the "Amendment") relating to the Credit Agreement referenced below, is by and among NATIONSRENT COMPANIES, INC., a Delaware corporation (formerly known as NR HOLDINGS, INC.) the "Company"), NATIONSRENT, INC., a Delaware corporation ("NationsRent"), each of the other Subsidiaries of the Company and/or NationsRent identified on the signature pages hereto as a Borrower (collectively referred to as the "Subsidiary Borrowers" or individually referred to as a "Subsidiary Borrower") (hereinafter, the Company, NationsRent and the Subsidiary Borrowers collectively referred to as the "Borrowers" or individually referred to as a "Borrower"), each of the financial institutions identified as Lenders on the signature pages hereto (referred to individually as a "Lender" and collectively, as the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"), as administrative agent (in such capacity, the "Administrative Agent" or the "Agent"). Capita

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
Credit Agreement • March 31st, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT dated as of December 20, 2004 (the "Amendment") relating to the Credit Agreement referenced below, is by and among NATIONSRENT COMPANIES, INC., a Delaware corporation (formerly know as NR HOLDINGS, INC.) (the "Company"), NATIONSRENT, INC., a Delaware corporation ("NationsRent"), each of the other Subsidiaries of the Company and/or NationsRent identified on the signature pages hereto as a Borrower (collectively referred to as the "Subsidiary Borrowers" or individually referred to as a "Subsidiary Borrower") (hereinafter, the Company, NationsRent and the Subsidiary Borrowers collectively referred to as the "Borrowers" or individually referred to as a "Borrower"), each of the financial institutions identified as Lenders on the signature pages hereto (referred to individually as a "Lender" and, collectively, as the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"), as administrative agent (in such cap

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CALL AGREEMENT
Call Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware

This CALL AGREEMENT (this "Agreement") is made as of June 13, 2003 by and between NR HOLDINGS, INC., a Delaware corporation ("Holdco") and Perry Mandarino, as Trustee (the "Holder") on behalf of NationsRent Unsecured Creditor’s Liquidating Trust, a Delaware business trust (the "Liquidating Trust") established pursuant to the NationsRent Liquidating Trust Agreement (the "Trust Agreement") dated the date hereof.

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THIRD SUPPLEMENT, dated as of April 26, 2005 to INDENTURE, dated as of October 23, 2003, AMONG NATIONSRENT COMPANIES, INC., as Issuer, WILMINGTON TRUST COMPANY, as Trustee and as Collateral Agent, AND THE GUARANTORS NAMED HEREIN, as Guarantors,
Indenture Supplement • April 27th, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

This THIRD SUPPLEMENT (this "Supplement"), dated as of April 26, 2005, to the Indenture (as defined below), among NationsRent Companies, Inc., a Delaware corporation (the "Company"), the subsidiary guarantors listed on the signature pages hereto (the "Guarantors") and Wilmington Trust Company, as Trustee (in such capacity, the "Trustee") and Collateral Agent (in such capacity, the "Collateral Agent").

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SECOND SUPPLEMENT, Dated as of March 31, 2005 to INDENTURE, Dated as of October 23, 2003, AMONG NATIONSRENT COMPANIES, INC., as Issuer, WILMINGTON TRUST COMPANY, as Trustee and as Collateral Agent, AND THE GUARANTORS NAMED HEREIN, as Guarantors, 9...
Indenture Supplement • May 16th, 2005 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

This SECOND SUPPLEMENT ( "Supplement"), dated as of March 31, 2005 (the "Effective Date"), to the Indenture (as defined below), is by and among NationsRent Companies, Inc., a Delaware corporation (the "Company"), NationsRent Dealer Group, LLC, a Delaware limited liability company (the "LLC"), the Trustee (as defined below), and the Collateral Agent (as defined below).

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FOURTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 7th, 2006 • Nationsrent Companies Inc • Services-equipment rental & leasing, nec • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 1, 2006, among NationsRent Companies, Inc., a Delaware corporation (the “Company”), the Guarantors listed as signatories hereto (the “Guarantors”), and Wilmington Trust Company, as trustee (the “Trustee”).

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INDENTURE, Dated as of October 23, 2003, AMONG NATIONSRENT COMPANIES, INC., as Issuer, WILMINGTON TRUST COMPANY, as Trustee and as Collateral Agent, AND THE GUARANTORS NAMED HEREIN, as Guarantors, 9½% Senior Secured Notes due 2010
Indenture • April 1st, 2004 • Nationsrent Companies Inc • New York

Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F - - - - - - Form of Initial Note Form of Exchange Note Form of Legend for Global Notes Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S Form of Certificate to Be Delivered in Connection with Repurchase by the Company upon Collateral Value Triggering Event A-1 B-1 C-1 D-1 E-1 F-1

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